Circio Holding ASA – Commencement of the subscription period for the rights issue
Summary by AI BETAClose X
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, THE UNITED KINGDOM, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 15 January 2026: Reference is made to the stock exchange announcements published by Circio Holding ASA (the “Company”) on 8 December 2025 regarding rights issue of up to NOK 50 million in the Company, of which NOK 44.2 million has been secured through pre-subscriptions for NOK 24.2 million and underwriting commitment of NOK 20 million (the "Rights Issue"), and on 12 January 2026 where the Company announced that the general meeting had approved the Rights Issue.
- The subscription period for the Rights Issue will commence today, 15 January 2026 at 09:00 hours (CET) and expire on 29 January 2026 at 16:30 hours (CET).
- The Subscription Rights (as defined below) will be tradable on Euronext Oslo Børs from 15 January 2026 at 09:00 hours (CET) until 23 January 2026 at 16:30 hours (CET).
- Vator Securities AB is acting as manager for the Rights Issue (the “Manager”).
In connection with the Rights Issue and listing of new shares and warrants, the Company prepared a prospectus consisting of a registration document supplement, a securities note and a summary dated 13 January 2026, which supplements and shall be read together with a registration document dated 1 October 2025 (jointly, the "Prospectus"). The Prospectus was approved by the Financial Supervisory Authority of Norway (Nw.: Finanstilsynet) and published by the Company on 13 January 2026 and includes terms and conditions of the Rights Issue. The Prospectus and the subscription form for the Rights Issue (attached to the securities note) are available on the Company's website:
Allocation of Subscription Rights:
The shareholders of the Company as of 12 January 2026 (and being registered as such in the Norwegian Central Securities Depository (the "VPS") as at the expiry of 14 January 2026, pursuant to the two days' settlement procedure of VPS (the "Record Date")) (the "Existing Shareholders"), have been granted subscription rights (the "Subscription Rights") in the Rights Issue that, subject to applicable law, provide preferential rights to subscribe for, and be allocated offer shares (the "Offer Shares") at a subscription price of NOK 1.00 for each Offer Share (the "Subscription Price").
Each Existing Shareholder has been granted 0.3481 Subscription Rights for each existing share registered as held by such Existing Shareholder as of the Record Date (i.e., 14 January 2026), rounded down to the nearest whole Subscription Right. Subscription Rights acquired during the trading period for the Subscription Rights as set out above carry the same right to subscription as the Subscription Rights held by Existing Shareholders. Each Subscription Right will, subject to applicable law, give the right to subscribe for, and be allocated, one Offer Share at the Subscription Price. Over-subscription and subscription without Subscription Rights are permitted.
Subscription period:
The subscription period commences on 09:00 hours (CET) on 15 January 2026 and expires on 16:30 hours (CET) on 29 January 2026.
Subscription Rights:
The Subscription Rights will be listed and tradable on the Oslo Stock Exchange from 09:00 hours (CET) on 15 January 2026 to 16:30 hours (CET) on 23 January 2026 under the ticker code “CRNAT”. The Subscription Rights will hence only be tradable during a part of the subscription period.
Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the subscription period on 16:30 hours (CET) on 29 January 2026 or not sold before 16:30 (CET) on 23 January 2026 will have no value and will lapse without compensation to the holder.
The Subscription Rights are expected to have an economic value if the Company’s shares trade above the Subscription Price during the subscription period. Existing Shareholders who do not use their Subscription Rights will experience a dilution of their shareholding in the Company. If Offer Warrants are exercised, there will be additional dilution. See Section 5.20 “Dilution” in the Securities Note of the Prospectus for a further description of such dilutive effect.
Warrants:
Subscribers in the Rights Issue will, for every Offer Share allocated and paid, receive one warrant (Nw.: frittstående tegningsretter) (the "Offer Warrants") for no additional consideration.
Each Offer Warrant will give the holder a right to subscribe for one new share in the Company at an exercise price per share equal to 80 per cent of the volume-weighted average price of the Company's shares on the Oslo Stock Exchange between 8 May 2026 and 22 May 2026, but not less than the nominal value of Company’s shares at the time of the Exercise Period (as defined below).
The Offer Warrants may be exercised in the period from 08:00 hours (CEST) on 26 May 2026 to 16:30 hours (CEST) on 9 June 2026 (the "Exercise Period"). Any Offer Warrants not exercised by 16:30 hours (CEST) on 9 June 2026 will lapse without compensation.
The Company shall use reasonable efforts to seek to ensure that the Offer Warrants are admitted to trading on the Oslo Stock Exchange or Euronext Growth Oslo following completion of the Rights Issue, but there can be no assurance that such admittance to trading will be obtained.
The Offer Warrants are expected to have an economic value if the Company’s shares trade above the exercise price during the Exercise Period.
Subscription Price:
NOK 1.00 per Offer Share.
No payment shall be made for the Offer Warrants.
Subscription procedure:
Investors holding Subscription Rights who are Norwegian residents with a Norwegian personal identification number and who wish to subscribe for Offer Shares (incl. Offer Warrants) are encouraged to use the VPS online subscription system by following the below link, which will redirect the subscriber to the VPS online subscription system:
In addition, the VPS online subscription system is only available for individual persons and is not available for legal entities. Therefore, legal entities must submit the Subscription Form included in Appendix A of the Securities Note "Subscription form for the Rights Issue" (The "Subscription Form") in order to subscribe for Offer Shares.
Subscriptions for Offer Shares (incl. Offer Warrants) by investors who are not Existing Shareholders must be made by usage of the Subscription Form.
Correctly completed Subscription Forms must be received by DNB Carnegie, a part of DNB Bank ASA, Registrars Department (the "Receiving Agent") at the following address or email address, or in the case of online subscriptions be registered, by 16:30 hours (CET) on 29 January 2026:
- DNB Carnegie, a part of DNB Bank ASA, Registrars Department
- Address: P.O. Box 1600 Sentrum, 0021 Oslo, Norway.
- Tel: +47 915 04 800
- E-mail: retail@dnb.no
The Offer Warrants will automatically be subscribed for through delivery of the Subscription Form for the Offer Shares correctly completed or through online subscriptions prior to the expiry of the Subscription Period.
Selling and Transfer Restrictions
The grant or purchase of Subscription Rights and the subscription of Offer Shares and Offer Warrants by persons resident in, or who are citizens of countries other than Norway or Sweden, may be affected by the laws of the relevant jurisdiction. For a further description of such restrictions, reference is made to the Section 11 “Selling and Transfer Restrictions” in the securities note dated 13 January 2026 (the “Securities Note”), forming a part of the Prospectus.
Conditions for completion of the Rights Issue:
The Rights Issue may be withdrawn or revoked, or the completion of the Rights Issue may be delayed, also after the commencement of the Subscription Period and trading in the Subscription Rights, if the aggregate minimum subscription amount for the Offer Shares is not received by the Company on time or at all.
If the Rights Issue is withdrawn or revoked, all Subscription Rights will lapse without value, any subscriptions for, and allocations of, Offer Shares that have been made will be disregarded and any payments for Offer Shares made will be returned to the subscribers without interest or any other compensation. The lapsing of Subscription Rights shall be without prejudice to the validity of any trades in Subscription Rights, and investors will not receive any refund or compensation in respect of Subscription Rights purchased in the market.
Pre-subscriptions and underwriting commitments
Certain existing and new shareholders have presubscribed for NOK 24.2 million (48.4%) of the Rights Issue, of which NOK 1.8 million from members of the Company's board of directors, management and employees (the "Pre-Subscribers").
Further, the Rights Issue includes an underwriting commitment by an underwriter (the "Underwriter") of NOK 20 million on top of the pre-subscriptions, ensuring minimum proceeds of NOK 44.2 million (88.4% of the maximum transaction size).
The Underwriter has undertaken to subscribe for all Offer Shares that are not otherwise subscribed for and allocated in the Rights Issue (the "Unsubscribed Shares") up to the gross proceeds of the Rights Issue covered by the Pre-Subscribers and the Underwriter, i.e., up to NOK 44.2 million (the "Secured Amount"). Any Unsubscribed Shares up to the Secured Amount shall be subscribed and be allocated to the Underwriter, provided however that that the Underwriter shall not subscribe for or be allocated Unsubscribed Shares for an amount higher than the underwritten amount of NOK 20 million. See Section 5.22 “The Pre-subscribers” and 5.23 "The Underwriter" in the Securities Note for a further description of the commitments.
Financial intermediaries:
If an Existing Shareholder holds shares registered through a financial intermediary on the Record Date, the financial intermediary will customarily give the Existing Shareholder details of the aggregate number of Subscription Rights to which it will be entitled. The relevant financial intermediary will customarily supply each Existing Shareholder with this information in accordance with its usual customer relations procedures. Existing Shareholders holding shares through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Rights Issue.
Subject to applicable law, Existing Shareholders holding shares through a financial intermediary may instruct the financial intermediary to sell some or all of their Subscription Rights, or to purchase additional Subscription Rights on their behalf. See Section 11 "Selling and Transfer Restrictions" in the Securities Note for a description of certain restrictions and prohibitions applicable to the sale and purchase of Subscription Rights in certain jurisdictions outside Norway.
Existing Shareholders who hold their shares through a financial intermediary and who are ineligible shareholders (i.e., resident in jurisdictions where the Securities Note may not be distributed and/or with legislation that, according to the Company's assessment, prohibits or otherwise restricts subscription for Offer Shares and Existing Shareholders located in the United States who the Company does not reasonably believe to be a QIB) will not be entitled to exercise their Subscription Rights but may, subject to applicable law, instruct their financial intermediary to sell their Subscription Rights transferred to the financial intermediary. As described in Section 5.8 "Subscription Rights" of the Securities Note, neither the Company nor the Receiving Agent will sell any Subscription Rights transferred to financial intermediaries.
Listing and commencement of trading in the Offer Shares:
Subject to timely payment of the entire subscription amount in the Rights Issue, the Company expects that the share capital increase pertaining to the Rights Issue will be registered with the Norwegian Register of Business Enterprises on or about 9 February 2026 and that the Offer Shares and Offer Warrants will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about the next trading day. The final deadline for registration of the share capital increase pertaining to the Rights Issue with the Norwegian Register of Business Enterprises, and hence for the subsequent delivery of the Offer Shares, is, pursuant to the Norwegian Public Limited Liability Companies Act, three months from the expiry of the Subscription Period (i.e. three months from 29 January 2026).
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