Canopy Holdings AS: Private Placement Successfully Placed

25.4.2023 22:24:38 CEST | Canopy Holdings AS | Additional regulated information required to be disclosed under the laws of a member state

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 from Canopy Holdings AS (“Canopy” or the “Company”) published on 25 April 2023 regarding a private placement. The Company is pleased to announce that it has raised NOK 40 million in gross proceeds through a private placement (the “Private Placement”) of 100 million new shares (the “Offer Shares”), each at a price of NOK 0.40. The issue price of NOK 0.40 per share represents a premium to the Company’s closing share price and the 1-month volume weighted average price (VWAP) on Euronext Growth Oslo of 21.2% and 17.6%, respectively. The Private Placement was managed by Arctic Securities AS (the “Manager”).

The net proceeds from the Private Placement will be used to accelerate Canopy’s growth strategy, finance Canopy’s initiatives towards profitable core operations, as well as for general corporate purposes.

Notification of conditional allocation to investors will be communicated on or about 26 April 2023. The payment date for the Private Placement is expected to be on or about 10 May 2023 and the Offer Shares are expected to be delivered following approval of the Private Placement by the Company’s extraordinary general meeting expected to be held on or about 3 May 2023 (the “EGM“), full payment of the Offer Shares and issuance of the Offer Shares in VPS.

Following the issuance of the Offer Shares in VPS, the Company will have 189,013,235 shares outstanding, each with a par value of NOK 0.02.

The following conditional allocations have been made to primary insiders:

• Investinor Direkte AS, having appointed the chair of the board of directors of Canopy, has been conditionally allocated 15,703,754 Offer Shares, and provided that the Private Placement is completed, Investinor Direkte AS will hold 28,796,648 shares in the Company.
• Canica AS, having appointed a board member of Canopy, has been conditionally allocated 10,648,880 Offer Shares, and provided that the Private Placement is completed, Canica AS will hold 20,127,797 shares in the Company.
• Christian Erlandson, Group CEO, has been conditionally allocated 437,500 Offer Shares, and provided that the Private Placement is completed, Erlandson will hold 437,500 shares in addition to 3,000,000 shares and options under existing incentive programs in the Company.
• James Price, the Company’s CFO, has been conditionally allocated 500,000 Offer Shares, and provided that the Private Placement is completed, Price will hold 534,500 shares in the Company in addition to 140,000 shares and options under existing incentive programs in the Company.
• Albert Ferrando, CEO of Spotlio, has been conditionally allocated 2,500,000 Offer Shares, and provided that the Private Placement is completed, Ferrando will hold 4,026,981 shares in the Company.

The completion of the Private Placement is subject to i) all necessary corporate resolutions being validly made by the Company, including without limitation, the Board resolving to allocate the Offer Shares and the EGM resolving to issue the Offer Shares, and (ii) the share capital increase pertaining to the Offer Shares being registered with the Norwegian Register of Business Enterprises and the Offer Shares having been validly issued in the VPS. Items (i) and (ii) in the foregoing are referred to as the “Conditions”. The Private Placement may be cancelled if the Conditions are not fulfilled and may be cancelled by the Company in its sole discretion for any other reason. Neither the Company nor the Manager 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.

The Company has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs’ Circular no. 2/2014 and is of the opinion that the waiver of the preferential rights inherent in a private placement, taking into consideration the time, costs and risk of alternative methods of the securing the desired funding is in the common interest of Company and its shareholders.

The Board has further proposed to carry out a subsequent share offering of up to 15 million ordinary shares in the Company (the “Subsequent Offering”), subject to approval of the Private Placement and the Subsequent Offering by the EGM and the publication of a prospectus. The Subsequent Offering will be directed towards existing shareholders in the Company as of 25 April 2023, as registered in Euronext Securities Oslo, the Norwegian Central Securities Depositary (the “VPS”) as of 27 April 2022, except for shareholders who (i) were allocated Offer Shares or (ii) are resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action. The offer price in the Subsequent Offering will be the same as the Offer Price in the Private Placement, i.e. NOK 0.40 per share. Over-subscription and subscription without subscription rights will be permitted in the Subsequent Offering.

Advisors

Arctic Securities AS acted as sole bookrunner and sole Manager in the Private Placement. Advokatfirmaet Simonsen Vogt Wiig AS acted as Norwegian legal counsel to the Company.

Disclosure regulation

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

Contacts

• 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 information is considered to be inside information pursuant to the EU Market Abuse Regulation.  This stock exchange release was published by James Price, Chief Financial Officer on the time and date provided.

Important information

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. It is issued for information purposes only and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of any offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.

The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Manager assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Manager is acting for the Company and no one else in connection with the Private Placement in the Company and will not be responsible to anyone other than the Company providing the protections afforded to its clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release.

Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company’s current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.

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