Canopy Holdings AS - Last day of Subscription Period for the Subsequent Offering

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 published by Canopy Holdings AS ("Canopy" or the "Company") on 16 May 2023 regarding the commencement of the subscription period in the subsequent repair offering, consisting of an offering of up to 15,000,000 new shares in the Company (the "Offer Shares") at a subscription price of NOK 0.40 per share, raising gross proceeds of up to NOK 6,000,000 (the "Subsequent Offering").

The subscription period in the Subsequent Offering will expire today, on 26 May 2023, at 16:30 hours (CEST).

Subscriptions for Offer Shares by subscribers with a VPS account must be made by submitting a correctly completed subscription form to Arctic Securities AS (the "Manager") at the following address: Haakon VIIs gate 5, P.O. Box 1833 Vika, N-0123 Oslo, Norway, or by email to subscription@arctic.com by 16:30 hours today, 26 May 2023, or, in the case of online subscriptions, be registered through the VPS online subscription system within the same deadline.

The Subsequent Offering is directed towards the eligible existing shareholders of the Company as of end of trading on 25 April 2023 (and as registered with the VPS on 27 April 2023) (the “Record Date”) who (i) were not allocated shares in the private placement resolved by the Company on 3 May 2023, and (ii) who are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any filing, registration or similar action of a registration document or prospectus (the "Eligible Shareholders"). 

The Eligible Shareholders have been granted non-tradable subscription rights (the "Subscription Rights") that, subject to applicable law, provide preferential rights to subscribe for and be allocated Offer Shares at the Subscription Price.

The Eligible Shareholders were granted 0.34120 Subscription Rights for each existing share registered as held by such Eligible Shareholder as of the Record Date, rounded down to the nearest whole number of Subscription Rights. Each whole Subscription Right provides a preferential right to subscribe for, and be allocated, one Offer Share at the Subscription Price. Although over-subscription is not permitted, over-subscription shall be calculated and understood on basis of the subscribing Eligible Shareholder's pro rata portion of the Private Placement plus the Subsequent Offering, taking into account the intention of the Subsequent Offering being to give Eligible Shareholders the opportunity to maintain their pro rata ownership in the Company. The board of directors will base its allocation of the Offer Shares to subscribing Eligible Shareholders on this principle, however reducing any subscriptions made by such subscribers to the extent necessary for equal treatment purposes taking into account the maximum number of Offer Shares being 15,000,000. Subscription without Subscription Rights is not permitted.

Subscription Rights that are not used to subscribe for Offer Shares before 16:30 hours (CEST) today will have no value and will lapse without compensation to the holder.

Advisors

Arctic Securities AS is acting as sole Manager in the Subsequent Offering. Advokatfirmaet Simonsen Vogt Wiig AS is acting as Norwegian legal counsel to the Company.