Circio Holding ASA – Final results of the oversubscribed rights issue
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Oslo, 30 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 (the “Rights Issue”) and the preliminary results of the Rights Issue as announced on 29 January 2026.
The subscription period for the Rights Issue expired on 29 January 2026 at 16:30 CET.
The final allocation of the Offer Shares in the Rights Issue has now been completed by the Company’s board of directors in accordance with the allocation criteria stated in the resolution made by the general meeting on 12 January 2026 (the "EGM") and as set out in the Company’s securities note dated 13 January 2026 (the “Securities Note”, and together with a registration document dated 1 October 2025, a registration document supplement and summary dated 13 January 2026 comprise the “Prospectus”). The Prospectus is available on the Company's website: https://www.circio.com/en/rightsissue2026/.
Circio received subscriptions for NOK 77.9 million in the Rights Issue, which represents an oversubscription of 56%. Accordingly, the Company will issue 50,000,000 Offer Shares and receive gross proceeds of NOK 50,000,000 from the Rights Issue. In addition, subscribers in the Rights Issue will, without additional consideration, receive one warrant (the "Warrants") for every Offer Share allocated and paid by them.
As the Rights Issue was oversubscribed, the Company's share capital will be increased by NOK 8,995,675.20 through the issuance of 14,992,792 new shares, at the same subscription price as in the Rights Issue (NOK 1.00 per share), to the pre-subscribers in the Rights Issue not being allocated Offer Shares and Warrants for their full pre-subscription amount in the Rights Issue (the "Private Placement"), in accordance with the resolution made at the EGM. In addition, subscribers in the Private Placement will, without additional consideration, receive one warrant for every new share subscribed for in the Private Placement. The new shares and warrants in the Private Placement will be issued and delivered at the same time as the Offer Shares and Warrants in the Rights Issue.
The Company thereby raises a total gross proceeds of NOK 64,992,792.00 from the Rights Issue and the Private Placement combined, through the issuance of 64,992,792.00 new shares in the Company.
In addition, a total of 2,662,000 new shares (the “Commission Shares”) will be issued as commission to the pre-subscribers in the Rights Issue, at the same subscription price as in the Rights Issue. Further, one warrant will be granted to the pre-subscribers without additional consideration for each Commission Share issued. The Commission Shares will be issued and delivered at the same time as the Offer Shares and Warrants in the Rights Issue.
Notifications of allocated Offer Shares and the corresponding subscription amount to be paid by each subscriber are expected to be available today, on 30 January 2026. Payment for the allocated Offer Shares falls due on 3 February 2026 in accordance with the payment procedures as described in the Prospectus.
The Offer Shares, the new shares issued in the Private Placement and the Commission Shares may not be transferred or traded before they have been fully paid and the share capital increases has been registered with the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret). Subject to timely payment of the aggregate subscription amount in the Rights Issue, it is expected that the share capital increase relating to the Rights Issue will be registered in the Norwegian Register of Business Enterprises on or about 9 January 2026 and that the Offer Shares will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about the next business day.
The Offer Shares are expected to be tradable on Euronext Oslo Børs from and including 10 February 2026.
Vator Securities AB is acting as manager in the Rights Issue and Advokatfirmaet Thommessen AS is acting as legal counsel to the Company in connection with the Rights Issue.
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