NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Reference is made to the stock exchange announcement by Hiddn Solutions ASA (the “Company”) on 20 January 2020 regarding a fully subscribed private placement with gross proceeds of approximately NOK 50 million (the “January Private Placement”) and a fully underwritten subsequent offering of up to 25,000,000 new shares in the Company (the “Offer Shares”) at a subscription price of NOK 1.20 raising gross proceeds of approximately NOK 30 million (the “Subsequent Offering”). Reference is also made to the approval of the January Private Placement and Subsequent Offering by an extraordinary general meeting in the Company on 12 February 2020 (the “EGM”) and to the stock exchange announcement made by the Company on 28 February 2020 regarding approved prospectus (the “Prospectus”) and listing of shares.
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The Subsequent Offering comprises issuance of 25,000,000 new shares (the “Offer Shares”), each with a subscription price of NOK 1.20 (the “Subscription Price”), which is equal to the subscription price in the January Private Placement.
The subscription period for the Subsequent Offering commences on 2 March 2020 at 09:00 hours (CET) and expire on 16 March 2020 at 16:30 hours (CET) (the "Subscription Period).
In the Subsequent offering, holders of the Company’s shares as of 17 January 2020, as recorded in the VPS as of 21 January 2020, who were not allocated shares in the January Private Placement, and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus, filling, registration or similar action (“Eligible Shareholders”), are granted subscription rights that provide preferential rights to subscribe for Offer Shares at the Subscription Price in the Subsequent Offering.
Eligible Shareholders are granted 1.93953 subscription rights for each share in the Company registered in the VPS as held on the Record Date. Subject to applicable securities law, each subscription right gives the right to subscribe for and be allocated one (1) Offer Share in the Subsequent Offering. The aggregate number of subscription rights granted to each Eligible Shareholder is rounded down to the nearest whole subscription right. Over-subscription is allowed. Subscription without subscription rights is not allowed.
Eligible Shareholders should note that the number of granted and delivered subscription rights, as set out above, as a result of a recalculation of the number of subscription rights per share held by the Eligible Shareholders differs slightly from the 2.06415 subscription rights that was set out in the in the Prospectus.
The grant and exercise of subscription rights and the subscription of Offer Shares by persons resident in or who are citizens of countries other than Norway, may be affected by the laws of the relevant jurisdictions. For a further description of such restrictions, reference is made to section 7 of the Prospectus.
The subscription rights will be listed on the Oslo Stock Exchange and be tradable from 2 March 2020 at 09:00 hours (CET) to 16:30 hours on 12 March 2020 under the ticker code “HIDDN T”.
Following expiry of the Subscription Period, unused subscription rights will lapse and be of no value to the holder.
In order to subscribe for Offer Shares, investors need to correctly complete the subscription form, and submit it to the Manager, as set out in the Prospectus by 16:30 hours (CET) on 16 March 2020.
The subscription of all new shares in the Repair Offering is fully underwritten by the investors that participated in the January Private Placement on a pro-rata basis based on its allocation of Offer Shares in the January Private Placement. Further information on the Subsequent Offering is included in the Prospectus.
The following criteria will be used for allotment of the Offer Shares in the Subsequent Offering:
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Subscription made on the basis of the Subscription Rights (whether granted or acquired);
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Over-subscription by subscribers with Subscription Rights on a pro rata basis in accordance with the Norwegian Public Limited Liability Companies Act.
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Offer Shares not allocated pursuant to 1) or 2) above, will be allocated to investors that participated in the January Private Placement on a pro-rata basis on its allocation of shares in the January Private Placement.
Allocation of the Offer Shares is expected to take place on or about 17 March 2020 after expiry of the subscription period. The result of the Subsequent Offering will be announced by stock exchange announcement on or about the same date.
Subject to timely payment of the entire subscription amount in the Subsequent Offering, the Company expects that the share capital increase pertaining to the Subsequent Offering will be registered with the Norwegian Register of Business Enterprises on or about 25 March 2020 and that the Offer Shares will be delivered to the VPS accounts of the subscribers on or about the same date, after which the Offer Shares will be tradable on the Oslo Stock Exchange.
DNB Markets, a part of DNB Bank ASA, is acting as Manager in connection with the Subsequent Offering.
AGP Advokater AS is acting as the Company’s legal advisor in connection with the Subsequent Offering.
For further information, please contact:
Jørgen Waaler, CEO,
telephone: + 47 9059 0010,
e-mail: Jorgen@waaler.no
This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.
Neither this announcement nor any copy of it may be transmitted directly or indirectly into the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. These materials are not an offer for sale of securities in the United States or any other country. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States.
The Subsequent Offering, the subscription rights and the distribution of this announcement and other information in connection with the Subsequent Offering may be restricted by law in certain jurisdictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Persons into whose possession this announcement or other information should come are required to inform themselves about and observe any such restrictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions. Further information regarding restrictions applicable for the Subsequent Offering and the grant and exercise of subscription rights is set out in the Prospectus.
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