Canopy Holdings AS - Commencement of the Subscription Period for the Subsequent Offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange release published by Canopy Holdings AS ("Canopy" or the "Company") on 25 April 2023 regarding the successful placing of a conditional private placement raising gross proceeds of NOK 40 million (the "Private Placement"). Reference is furthermore made to the resolution by the general meeting of the Company on 3 May 2023 to carry out a subsequent repair offering of new shares in the Company (the "Subsequent Offering").
Arctic Securities AS is acting as manager in the Subsequent Offering (the "Manager").
The Subsequent Offering consists of an offering of up to 15,000,000 new shares in the Company (the "Offer Shares"), directed towards the eligible existing shareholders of the Company as of end of trading on 25 April 2023 (and as registered with the VPS on 27 April 2023) (the “Record Date”) who (i) were not allocated shares in the Private Placement, and (ii) who are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any filing, registration or similar action of a registration document or prospectus (the "Eligible Shareholders").
The subscription period in the Subsequent Offering commences today, on 16 May 2023 at 09:00 hours (CEST) and will end on 26 May 2023 at 16:30 hours (CEST) (the "Subscription Period"). The subscription price per Offer Shares is NOK 0.40 (the "Subscription Price"), which is equal to the subscription price in the Private Placement. If fully subscribed, the Subsequent Offering will raise gross proceeds of approximately NOK 6.00 million.
In the Subsequent Offering, the Eligible Shareholders, will be granted non-tradable subscription rights (the "Subscription Rights") that, subject to applicable law, provide preferential rights to subscribe for and be allocated Offer Shares at the Subscription Price.
The Eligible Shareholders will be granted 0.34120 Subscription Rights for each existing share registered as held by such Eligible Shareholder as of the Record Date, rounded down to the nearest whole number of Subscription Rights. Each whole Subscription Right provides a preferential right to subscribe for, and be allocated, one Offer Share at the Subscription Price. Although over-subscription is not permitted, over-subscription shall be calculated and understood on basis of the subscribing Eligible Shareholder's pro rata portion of the Private Placement plus the Subsequent Offering, taking into account the intention of the Subsequent Offering being to give Eligible Shareholders the opportunity to maintain their pro rata ownership in the Company. The board of directors will base its allocation of the Offer Shares to subscribing Eligible Shareholders on this principle, however reducing any subscriptions made by such subscribers to the extent necessary for equal treatment purposes taking into account the maximum number of Offer Shares being 15,000,000.
Subscription without Subscription Rights will not be permitted.
The Subscription Rights must be used to subscribe for Offer Shares before the expiry of the Subscription Period on 26 May 2023 at 16.30 hours (CEST). Subscription Rights that are not used to subscribe for Offer Shares before 16:30 hours (CEST) on 26 May 2023 will have no value and will lapse without compensation to the holder.
Subscriptions for Offer Shares by subscribers with a VPS account must be made by submitting a correctly completed subscription form ("Subscription Form") to the Manager during the Subscription Period, or may, for subscribers who are residents of Norway with a Norwegian personal identification number (Nw. fødselsnummer), be made online as further described below.
Correctly completed Subscription Forms must be received by the Manager at the following address: Haakon VIIs gate 5, P.O. Box 1833 Vika, N-0123 Oslo, Norway, or by email to [email protected] or in the case of online subscriptions be registered, no later than 16:30 hours (CEST) on 26 May 2023.
Subscribers who are residents of Norway with a Norwegian personal identification number are encouraged to subscribe for Offer Shares through the VPS online subscription system (or by following the link on the Manager's or the Company's website which will redirect the subscriber to the VPS online subscription system). All online subscribers must verify that they are Norwegian residents by entering their national identity number. In addition, the VPS online subscription system is only available for individual persons and is not available for legal entities. Legal entities must, thus, submit a Subscription Form in order to subscribe for Offer Shares. Subscriptions made through the VPS online subscription system must be duly registered before the expiry of the Subscription Period.
A prospectus (the "Prospectus") has been prepared in connection with the Subsequent Offering. The Prospectus contains further information about the Company and the terms and conditions of the Subsequent Offering. The Prospectus is not subject to review by the Norwegian Financial Supervisory Authority (Nw. Finanstilsynet) nor any other authority but has been registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) in accordance with section 7-8 of the Norwegian Securities Trading Act.
The Prospectus is attached hereto, and will be made available at the Company's and the Manager's websites, www.canopyholdingsas.com and https://www.arctic.com/secno/en.
Arctic Securities AS acted as sole bookrunner and sole Manager in the Private Placement and is acting as sole Manager in the Subsequent Offering. Advokatfirmaet Simonsen Vogt Wiig AS acts as Norwegian legal counsel to the Company.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
- Christian Erlandson, CEO, +44 7795953849, [email protected]
About Canopy Holdings AS
Canopy Holdings AS is a multi-national technology company listed on Euronext Growth Oslo. The company owns a leading portfolio of brands and companies that provides digitalization solutions to ski resorts, destinations, parks and attractions in key markets. Canopy Holdings AS currently consists of Catalate, Liftopia.com, Skitude and Spotlio.
This stock exchange release was published by James Price, Chief Financial Officer on the time and date provided.
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan Hong Kong or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations and is subject to the disclosure requirements of section 5-12 of the Norwegian Securities Trading Act.12 of the Norwegian Securities Trading Act.
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