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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
(Ålesund, 15 October 2020) Hofseth Biocare ASA (“HBC” or the “Company”) has
engaged Pareto Securities AS (the “Manager”) to advise on and effect a
contemplated private placement of new shares, after the close of trading on Oslo
Axess today (the “Private Placement”).
The Private Placement is directed towards Norwegian and international investors,
subject to applicable exemptions from relevant registration, filing and
prospectus requirements, and subject to other applicable selling restrictions.
The minimum application and allocation amount have been set to the NOK
equivalent of EUR 100,000. The Company may however, at its sole discretion,
allocate amounts below EUR 100,000 to the extent exemptions from the prospectus
requirement in accordance with applicable regulations, including the Norwegian
Securities Trading Act and ancillary regulations, are available.
Through the Private Placement, the Company is offering new shares (the “Offer
Shares”) in the Company to raise gross proceeds of up to NOK 200 million. The
total size of the Private Placement, the subscription price and allocation of
shares in the Private Placement will be determined by the Company’s board of
directors following an accelerated bookbuilding process. The bookbuilding period
commences today at 16:30 CEST and will close at 08:00 CEST tomorrow, 16 October
2020. The bookbuilding may, at the discretion of the Company and the Manager,
close earlier or later and may be cancelled at any time and consequently, the
Company may refrain completing the Private Placement. The Company will announce
the final number of Offer Shares placed and the final subscription price in the
Private placement in a stock exchange announcement expected to be published
before the opening of the Oslo Axess tomorrow, 16 October 2020. Completion of
the Private Placement is subject to final approval by the Company’s Board of
Directors.
Subject to successful completion of the Private Placement, the Company also
expects to apply for a transfer of listing from Oslo Axess to the main list on
the Oslo Stock Exchange (“Oslo Børs”) within Q4 2020. However, the Board of the
Company has not yet formally resolved to apply for such transfer of listing and
no assurance can be given that the board of directors of Oslo Børs will approve
the Company’s application for a transfer of listing or that the timing of such
transfer of listing will not change.
The net proceeds of the Private Placement will be used for R&D activities,
expanding production capacity, ramping up sales and marketing, as well as for
general corporate purposes.
Successful completion of the Private Placement is also expected to secure 12
months of liquidity and increase the Company’s shareholder base and the free
float of the Company’s shares, and thereby enable the Company to comply with the
listing requirements for a listing on the Oslo Børs.
The completion of the Private Placement by delivery of Offer Shares is subject
to: (i) all necessary corporate resolutions being validly made by the Company,
including without limitation, the Company’s board of directors resolving to
approve the Private Placement and issue the Offer Shares pursuant to an
authorisation given by the Company’s annual general meeting held on 25 May 2020.
Certain existing shareholders and new investors have collectively indicated that
they will subscribe for NOK 145 million.
The Offer Shares allocated in the Private Placement are expected to be settled
through a delivery versus payment transaction by delivery of existing and
unencumbered shares in the Company, that are already admitted to trading on Oslo
Axess, pursuant to a share lending agreement between the Company, the Manager,
Hofseth International AS, Hofseth AS and Seafood Farmers of Norway AS. The Offer
Shares will be tradable from allocation. The Manager will settle the share loan
with a corresponding number of new shares in the Company to be issued by the
Board of Directors pursuant to its authorization to increase the share capital.
The Company’s Board has considered the Private Placement in light of the equal
treatment obligations under the Norwegian Securities Trading Act and Oslo Børs’
Circular no. 2/2014 and is of the opinion that the contemplated transaction is
in compliance with these requirements. The share issuance will be carried out as
a private placement in order to complete a transaction in an efficient manner.
Further, the Company contemplates to carry out a repair issue directed towards
eligible shareholders who (i) were not provided with insider information in the
pre-sounding phase of the Private Placement, (ii) were not allocated Offer
Shares in the Private Placement, or (iii) are not resident in a jurisdiction
where such offering would be unlawful, or would (in jurisdictions other than
Norway) require any prospectus filing, registration or similar action. On this
basis and based on an assessment of the current equity markets, the Company’s
Board has considered the Private Placement to be in the common interest of the
Company and its shareholders. As a consequence of the Private Placement
structure, the shareholders’ preferential rights will be deviated from.
Advokatfirmaet CLP DA acts as Norwegian legal counsel in connection with the
Private Placement.
For further information, please contact:
James Berger, Head of Investor Relations & Strategy at Hofseth BioCare ASA
Phone: +41 79 950 1034
E-mail: [email protected]
Jon Olav Ødegård, CFO at Hofseth BioCare ASA
Phone: +47 936 32 966
E-mail: [email protected]
About Hofseth BioCare ASA:
HBC is a Norwegian biotech company that develops high-value ingredients and
finished products. The ingredients are in various stages of discovery and
preclinical development in collaboration with multiple clinics and university
research labs in several countries. Lead preclinical and clinical candidates are
in development toward treatment for iron-deficiency anemia, Gastro-Intestinal
Inflammation (NEC/IBS/UC), prediabetes, age-related sarcopenia and
osteoarthritis.
The company is founded on the core values of sustainability, traceability and
optimal utilization of natural resources. Through an innovative hydrolysis
technology, HBC can preserve the quality of lipids, proteins and calcium from
fresh salmon off-cuts. Hofseth BioCare’s headquarters are in Ålesund, Norway
with branches in Oslo, London, Zürich, Chicago, Menlo Park and Tokyo.
HBC is listed on Oslo Stock Exchange Axess list with ticker “HBC”. More
information about Hofseth BioCare at hofsethbiocare.com and
facebook.com/hofsethbiocare
This release is an announcement issued pursuant to legal information
obligations, and is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
Important information:
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. The
distribution of this announcement and other information may be restricted by law
in certain jurisdictions. Copies of this announcement are not being made and may
not be distributed or sent into any jurisdiction in which such distribution
would be unlawful or would require registration or other measures. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering or their
securities in the United States or to conduct a public offering of securities in
the United States. Any sale in the United States of the securities mentioned in
this announcement will be made solely to “qualified institutional buyers” as
defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression “Prospectus
Regulation” means Regulation 2017/1129 as amended together with any applicable
implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as “relevant persons”). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as “believe”, “expect”, “anticipate”,
“strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies and other important
factors which are difficult or impossible to predict and are beyond its control.
Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in demand for the
Company’s products, changes in the general economic, political and market
conditions in the markets in which the Company operate, the Company’s ability to
attract, retain and motivate qualified personnel, and changes in laws and
regulation and the potential impact of legal proceedings and actions. Such
risks, uncertainties, contingencies and other important factors could cause
actual events to differ materially from the expectations expressed or implied in
this release by such forward-looking statements. The Company does not provide
any guarantees that the assumptions underlying the forward-looking statements in
this announcement are free from errors nor does it accept any responsibility for
the future accuracy of the opinions expressed in this announcement or any
obligation to update or revise the statements in this announcement to reflect
subsequent events. You should not place undue reliance on the forward-looking
statements in this document.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
Neither the Manager nor any of its affiliates makes any representation as to the
accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred to
herein.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities in the Company. Neither the
Company, the Manager nor any of their respective affiliates accepts any
liability arising from the use of this announcement.
Kilde
