Reference is made to the announcement by Otovo ASA (the "Company" or "Otovo") on
22 October 2026 regarding a contemplated private placement (the "Private
Placement"), including an offering directed at retail investors (the "Retail
Offering", and together with the Private Placement, the "Offering"), by issuance
of new shares in the Company (the "Offer Shares").
Delivery versus payment (DVP) settlement in the Offering is facilitated by a
share lending agreement between Arctic Securities AS and Fearnley Securities AS
acting as managers in the Private Placement (the "Managers"), the Company and
Jackson Leigh Ventures, LLC, a closely associated company to the Company's CEO,
William (John) Berger (the "Share Lending Agreement").
Mandatory notification of trades:
The following primary insider has applied for and been allocated new shares in
the Offering at the subscription price of NOK 8 per share as follows:
- George Coyle, member of the Board of Directors: 100,000 Offer Shares.
Please see the attached PDMR form for further details.
Disclosure of share lending
To facilitate DVP settlement of the shares allocated to investors in the
Offering, Jackson Leigh Ventures, LLC has lent 3,500,000 existing shares in the
Company to the Managers pursuant to the Share Lending Agreement. Please see the
attached PDMR form for further details.
The Company's board of directors has resolved to issue 3,500,000 new shares in
the Offering. All such new shares will be subscribed for by the Managers, and,
when issued, be delivered by the Managers to the share lender as full settlement
of the shares borrowed under the Share Lending Agreement.
Disclosure of shareholding
Prior to the Offering on 22 October 2026, Jackson Leigh Ventures, LLC held
12,313,023 shares in the Company, representing 15.40% of the total shares and
votes in the Company.
Following the board of directors' resolution to issue 3,500,000 new shares in
the Offering, Jackson Leigh Ventures, LLC's proportionate shareholding has been
diluted to 14.76% of the total shares and votes in the Company.
Pursuant to the Share Lending Agreement and in order to facilitate DVP
settlement in the Offering, Jackson Leigh Ventures, LLC will temporarily hold
8,813,023 shares, representing 11.02% of the total shares and votes in the
Company, thereby falling below the 15% threshold set out in Section 4-2 of the
Norwegian Securities Trading Act. This temporary reduction in shareholding will
be reversed upon re-delivery of the borrowed shares to Jackson Leigh Ventures,
LLC in settlement of the Share Lending Agreement, as described above.
Disclosure regulation
This disclosure is made pursuant to Article 19 of the EU Market Abuse Regulation
(mandatory notification of trades by persons discharging managerial
responsibilities and persons closely associated with them) and Sections 4-2 and
5-12 of the Norwegian Securities Trading Act.
ely associated with them) and Sections 4-2 and\
5-12 of the Norwegian Securities Trading Act.\