Jan 19, 2024

Inside information about acquisition of 16% stake in NBX has not been completed

Inside information that SPENN’s application for acquisition of a qualifying shareholding in NBX was refused by the Norwegian Financial Authority on 01.08.2023 and thus the acquisition of a 16% stake in NBX is not completed

Company Announcement No. 118

In connection with the publication of company announcement No. 105 on 22 May 2023 “Inside information about acquisition of 16% stake in NBX and Capital increase” and investor news on 18 October 2023 “Update on SPENN bid for NBX announced on the 22 May 2023” the Danish Financial Supervisory Authority has issued a draft order on SPENN Technology A/S to publish inside information as soon as possible that SPENN Technology A/S has received a rejection of its application from  the Norwegian Financial Supervisory Authority for approval of the acquisition of a qualifying shareholding up to 90% in NBX (Norwegian Block Exchange AS). SPENN Technology agrees and has taken note of the Danish Financial Supervisory Authority’s draft order and hereby publishes the inside information.

SPENN was refused by the Norwegian Financial Supervisory Authority on 01.08.2023. As a result of the refusal, SPENN Technology has sought alternative solutions in collaboration with Observatoriet AS but has not completed the transaction.

The circumstances are that the binding agreement with Observatoriet AS on the acquisition of the 16 % in NBX, contains no provision regarding NBX subsequently receiving a license to operate a financial business from the Norwegian Financial Supervisory Authority. As NBX subsequently received this license, the transaction thereby required the approval by the Norwegian Financial Supervisory Authority, which was not granted.

According to the above-mentioned investor news, SPENN Technology informed the market on 18 October 2023 with an “update” about the conditions that were available from the Norwegian supervisory authority and the implications it had if the intention to make a combined offer for all shares in NBX was to be carried out, which meant that SPENN Technology decided not to make a bid, and therefore decided not to appeal the decision from the Norwegian Financial authorities, make adaptions or give additional information in order to change an outcome. 

As a result hereof, SPENN Technology had to decide if to start a new application process with the Norwegian Financial Supervisory Authority, for only the 16% agreed with Observatoriet Invest AS. The assessment was, that a qualified ownership in NBX could create problems in relation to the IPO process in the USA, for investors with rights to acquire shares in future share issuances (such as Mastercard, thus they have not been informed or part of discussions) and for potential governmental owned investors that find such ownership controls unnecessary), so it was decided not to go forward with this. SPENN Technology A/S has therefore investigated other possible solutions with Observatoriet to address the inappropriateness that occurred after the conclusion of the agreement and the Norwegian Financial Supervisory Authority’s refusal to complete the transaction. SPENN has decided not to seek other solutions for the acquisition of the 16% NBX capital shares and has therefore today mutually decided with Observatoriet Invest AS to cancel this agreement and look at the opportunity to enter into a new agreement swopping under 10% of the shares in NBX. This will not affect the ongoing cooperation between SPENN and NBX.

For further Information, please contact:

Jens B. Glaso, CEO SPENN Technology A/S. Phone +47 40 40 47 50, e-mail: [email protected]

SPENN Technology’s Certified Adviser is Baker Tilly Corporate Finance P/S (CVR-nr. 40073310), Poul Bundgaards Vej 1, 1., DK-2500 Valby, tlf. +45 3345 1000

SPENN Technology A/S

CVR nr.: 26518199

Njalsgade 76, 4.

2300 København S

Tel: +45 8830 0000

www.spenn.com

About SPENN Technology A/S

In a world where 1.7 billion people are still unbanked, SPENN Technology has democratized access to financial markets by bridging the crypto sphere with traditional finance. By utilizing blockchain technology Blockbonds has created a robust real-time payment system in which everyone can manage their savings, payments, investments and loans in an honest, transparent and secure way through the SPENN App platform. Although SPENN Technology A/S is a purpose-driven company with our vision to empower people, we are also a commercial player that always strives to develop new services for our customers.

The SPENN app is an innovative and unique digital banking platform for the unbanked as well as the banked to be able to send and receive money completely cost-free, in markets where the cost of financial services is the highest in the world. SPENN is disrupting the existing mobile payment distribution channels. SPENN has recently launched new integrated services in the platform and expects to launch more crypto services going forward.

SPENN is a technology provider to banks and governments based on a Software as a Service (SaaS) solution and has grown to become a key partner for their bank partners to drive deposits and to stay in front of innovation. SPENN is helping governments regulate the unregulated utilizing new technology and visionary ideas which have ultimately solved the biggest issue within financial inclusion.

SPENN Technology A/S is listed on the Nasdaq First North Growth Market Denmark and on OTCQX in USA. 

Ticker codes:

Europe – Nasdaq First North: SPENN

USA – OTCQX: SPNNF

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