NOT FOR DISTRIBUTION, RELEASE OR REPUBLICATION, DIRECTLY OR INDIRECTLY, TOU.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTOTHE UNITED STATES ,AUSTRALIA ,CANADA ,HONG KONG ORJAPAN , OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, RELEASE OR REPUBLICATION WOULD BE UNLAWFUL (Oslo ,14 March 2024 )Ayfie Group AS (Ayfie, OSE: AYFIE) ("Ayfie" or the "Company") has engagedSkandinaviska Enskilda Banken AB (publ) (the "Manager") to advise on and effect a contemplated private placement of new shares (the "Offer Shares ") in the Company (the "Private Placement") consisting of ordinary shares to raise gross proceeds of approximatelyNOK 20 million (the "Offering Size"). The subscription price per Offer Share in the Private Placement (the "Subscription Price") will be determined by the Company's board of directors (the "Board") on the basis of an accelerated book building process conducted by the Manager. The net proceeds to the Company from the Private Placement will be used to fund further growth and operations going forward. The Offer Shares, subject to completion, will be issued by the Board pursuant to the authorization granted by the annual general meeting in the Company on30 March 2023 (the "Board Authorization"). Application period: The application period for the Private Placement commences today,14 March 2024 , at16:55 CET , and is expected to close on15 March 2024 at 08.00 CET (the "Application Period"). The Company and the Manager reserve the right, in their own discretion, to close or extend the application period of the Private Placement at any time and for any reason, without notice. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly. Pre-commitments: Fernclifff Listed Dai AS,Lani Invest AS , Dallas Asset Management AS and Mertoun Capital AS (together, the "Pre-committed Investors ") have, subject to certain customary conditions, undertaken to apply for, and will each be allocated, a number ofOffer Shares equal toNOK 1 million in the Private Placement. Conditions for completion: Completion of the Private Placement (by delivery ofOffer Shares to investors) is subject to all necessary resolutions being validly made by the Company, including without limitation (i) the Company's Board resolving to proceed with the Private Placement and to issue the Offer Shares and exclude related pre-emption rights pursuant to the Board Authorization and (ii) the Share Lending Agreement (as defined below) being validly entered into and remaining unmodified and in full force and effect. The Company and the Manager reserves the right, at any time and for any reason, to cancel and/or modify the terms of the Private Placement without notice. Neither the Manager nor the Company, or any of their directors, officers, employees, representatives or advisors, will be liable for any losses incurred by applicants if the Private Placement is cancelled or modified, irrespective of the reason for such cancellation or modification. Allocation: The allocation will be made at the sole discretion of the Board in consultation with the Manager. Allocation will be based on criteria such as (but not limited to), current ownership in the Company, timeliness of the application, price leadership, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon, however so that thePre-committed Investors will receive full allocation. There is no guarantee that any potential investor will be allocated shares. Settlement: Settlement of the Private Placement will be on a delivery versus payment to be facilitated by delivery of existing and unencumbered shares in the Company already admitted to trading on Euronext Growth Oslo pursuant to a share lending agreement (the "Share Lending Agreement") between the Company, the Manager, Ferncliff Listed Dai AS and Dallas Asset Management AS for existing and unencumbered listed shares. Selling restrictions: The Private Placement will be made by the Company to investors subject to applicable exemptions from relevant prospectus requirements in accordance with Regulation (EU) 2017/1129 and the Norwegian Securities Trading Act of 2007 and is directed towards investors subject to available exemptions from relevant registration requirements, (i) outsidethe United States in reliance on Regulation S under the US Securities Act of 1933 (the "US Securities Act") and (ii) inthe United States to "qualified institutional buyers" (QIBs) as defined in Rule 144A under the US Securities Act, pursuant to an exemption from the registration requirements under the US Securities Act as well as to majorU.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934. The Company may, however, at its sole discretion, allocate an amount belowEUR 100,000 to the extent applicable exemptions from the prospectus requirements pursuant to the Norwegian Securities Trading Act and ancillary regulations are available, including to employees and directors of the Company and the Company group. Further selling restrictions and transaction terms will apply. Equal treatment considerations: The Company has considered the Private Placement in light of the equal treatment obligations under the Securities Trading Act section 5-14, section 3.1 of the Euronext Growth Rule Book Part II and Oslo Børs' Circular no. 2/2014, and the Board is of the opinion that the proposed Private Placement is in compliance with these requirements. By structuring the Private Placement as a private placement, the Company will be in a position to raise capital in an efficient manner, with a lower discount to the current trading price and a significantly lower completion risks compared to a rights issue and without the underwriting commissions normally associated with such rights offerings. Furthermore, the number ofOffer Shares to be issued in connection with the contemplated Private Placement implies that the dilution of existing shareholders should be more limited. On this basis and based on an assessment of the current equity markets, the Board has considered the Private Placement to be in the common interest of the Company and its shareholders. As a consequence of the structure of the Private Placement, the shareholders' preferential rights to subscribe for the Offer Shares will be deviated from. Advisors:Skandinaviska Enskilda Banken AB (publ) Oslofilialen is acting as manager. Advokatfirmaet Schjødt AS is acting as legal counsel to the Company.Advokatfirmaet Wiersholm AS is acting as legal counsel to the Manager. *** This information is subject to a duty of disclosure pursuant to the Company's continuing obligations as a company listed on Euronext Growth Oslo. This information was issued as inside information pursuant to the EU Market Abuse Regulation, and published byLasse Ruud (CFO of the Company) on the date and time provided. For further information, please contact:Herman Sjøberg , CEO, tel: +47 926 62 233, email: herman.sjoberg@ayfie.comLasse Ruud , CFO, tel: +47 930 90 008, email: lasse.ruud@ayfie.com About Ayfie | ayfie.com Ayfie is a leading software provider specializing in data search and generative AI. With over 15 years of experience, we have honed our expertise in transforming unstructured data into valuable insights that benefit both large enterprises, medium-sized businesses, and individuals. Important information: This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities referred to in this announcement have not been and will not be registered under theU.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold inthe United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicableU.S. state securities laws. The Company does not intend to register any part of the offering inthe United States or to conduct a public offering of securities inthe United States . Any sale inthe United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State. This communication is only being distributed to and is only directed at persons in theUnited Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so. Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict, and are beyond their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. Neither the Manager nor any of its affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein. This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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