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 ) Reference is made to the stock exchange announcement byAyfie Group AS (Ayfie, OSE: AYFIE) ("Ayfie" or the "Company") today regarding a contemplated private placement of ordinary shares in the Company (the "Private Placement"). The Company has engagedSkandinaviska Enskilda Banken AB (publ) to assist the Company in the Private Placement (the "Manager"). The Company hereby announces that it has allocated 2,898,551 new ordinary shares (the "Offer Shares ") in the Private Placement, at an offer price ofNOK 6.9 per share (the "Offer Price "), raising gross proceeds of approximatelyNOK 20 million . The net proceeds from the Private Placement will be used to fund further growth and operations going forward. Following registration of the share capital increase pertaining to the Private Placement, the Company will have a share capital ofNOK 36,023,796 divided on 18,011,898 shares, each with a nominal value ofNOK 2.00 . Each of Ferncliff Listed Dai AS,Lani Invest AS , Dallas Asset Management AS and Mertoun Capital AS have subscribed for and been allocatedOffer Shares equal toNOK 1 million in the Private Placement at the Offer Price. Notification of allocation will be sent to investors on or about15 March 2024 . The Private Placement is expected to be settled by the Manager on a delivery-versus-payment ("DvP") basis on or about19 March 2024 . DVP settlement will be facilitated through a share lending agreement entered between the Company, the Manager, Ferncliff Listed Dai AS and Dallas Asset Management AS for existing and unencumbered listed shares. The Offer Shares delivered to the subscribers will thus be tradable from notification of allocation. The Manager will settle the share loan with new shares in the Company to be issued by the Company's board of directors (the "Board") pursuant to an authorization granted by the annual general meeting of the Company on30 March 2023 . The following close associates to persons discharging managerial responsibilities ("PDMRs") have been allocated the followingOffer Shares in the Private Placement (a PDMR notification form will be published in a separate stock exchange notice): o Ferncliff Listed Dai AS, a company closely related to board director, Øystein Stray Spetalen, has been allocated 144,927Offer Shares ; o Dallas Asset Management AS, a company closely related to board director,Jan Christian Opsahl , has been allocated 144,927Offer Shares ; oLani Invest AS , a company closely related to board director,Lars Nilsen , has been allocated 144,927Offer Shares ; and o Mertoun Capital AS, a company closely related to board director,Jostein Devold , has been allocated 144,927Offer Shares . Subsequent offering and equal treatment considerations: The Private Placement represents a deviation from the shareholders' pre-emptive right to subscribe for the Offer Shares. The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Private Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal treatment under Euronext Growth Rule Book II and theOslo Stock Exchange's Guidelines on the rule of equal treatment, and deems that the proposed Private Placement is in compliance with these obligations. The Board is of the view that it is in the common interest of the Company and its shareholders to raise equity through a private placement, particularly in light of the current market conditions and the purpose for which the funds are raised. Thus, the waiver of the preferential rights inherent in a directed share capital increase through issuance of new shares is considered necessary. By structuring the equity raise as a private placement, the Company has been able to raise equity efficiently. Taking into consideration that the Subscription Price represents a limited discount compared to the current trading price and a premium to the trading price of the Company over the past months, the Board has concluded to not carry out a subsequent offering. Advisors:Skandinaviska Enskilda Banken AB (publ) is acting as Sole Bookrunner (the 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 was published byLasse Ruud , CFO at 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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