NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
CANADA, JAPAN, AUSTRALIA, HONG KONG, SOUTH AFRICA, NEW ZEALAND, THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH 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 announcement by Ayfie Group AS("Ayfie" or the "Company") on 18 October 2023regarding a fully underwritten rights issue (the "Rights Issue") of 1,250,000 new shares (the " Offer Shares"), at a subscription price of NOK 8.00, raising gross proceeds of NOK 10 million. The subscription period in the Rights Issue will commence today, 24 October 2023, at 09:00 hours (CEST) and expire on 7 November 2023at 16:30 hours (CET). Certain information about the Rights Issue is set out in the stock exchange announcement on 18 October 2023. The complete terms and conditions of the Rights Issue are set out in the Subscription Form (as defined below). Pareto Securities ASis acting as manager for the Rights Issue (the "Manager"). Subscription procedure The allocation of subscription rights and the subscription for Offer Sharesby persons resident in, or who are citizens of countries other than Norway, may be affected by laws of the relevant jurisdiction. No Offer Sharesor subscription rights will be offered or sold in the United States. For a further description of such restrictions, please refer to the Subscription Form prepared by the Company dated 23 October 2023(the "Subscription Form"). Subscriptions for Offer Sharesmay either be made through the VPS online subscription system or by submitting a correctly completed Subscription Form to the Manager within the Subscription Period. Subscribers who are residents of Norwaywith a Norwegian personal identification number are encouraged to subscribe for Offer Sharesthrough the Norwegian VPS' online subscription system (or by following the link on www.paretosec.com/transactions, 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 (Nw: fødselsnummer). Subscribers that are not able to use the VPS online subscription system must submit a correctly completed Subscription Form to the Manager. The Subscription Form is, subject to applicable local securities laws, available on the Manager's website (www.paretosec.com/transactions). The e-mail and postal address to the Manager is included in the Subscription Form. Advisers: Pareto Securities AShas been retained by the Company to act as manager for the Rights Issue. Advokatfirmaet Schjødt AS is acting as legal adviser to the Company in connection with the Rights Issue. For further information, please contact: Herman Sjøberg, CEO (+47 926 62 233 / [email protected]) Lasse Ruud, CFO (+47 930 90 008 / [email protected]) Ayfie | ayfie.com Ayfie is a leading software provider specializing in data search and generative AI. With more than 15 years' experience, we have honed our skills in transforming unstructured data into valuable insights that benefit both large enterprises, medium businesses, and individuals. In 2023, we took a giant leap forward by integrating generative artificial intelligence into our platform. This innovation provides users with a unique way to interact with their data, creating new, powerful, and actionable insights. Our mission is to help you extract and generate structured insights from unstructured sources to drive your success. Important information The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Canada, Japan, Australia, Hong Kong, South Africa, New Zealand, or the United States(including its territories and possessions, any state of the United Statesand the District of Columbia). This release is an announcement issued pursuant to legal information obligations. 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 Statesor 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 Statesexcept pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United Statesor 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 Canada, Japan, Australia, Hong Kong, South Africa, New Zealand, or the United States. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliamentand of the Council of 14 June 2017on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State. 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 offering and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the offering 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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