Commencement of subscription period in rights issue guaranteed by existing shareholders
This announcement is not for release, publication or distribution (directly or indirectly) in or to the United States, Canada, Australia or Japan. It is not an offer of securities for sale in or into the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China, South Africa or Japan.
Reference is made to previous stock exchange announcements on 18 March 2018 from Hiddn Solutions ASA (the "Company") regarding a NOK 30-39 million rights issue (the "Rights Issue") and the stock exchange announcement on 23 March 2018 regarding the approval of a prospectus (the "Prospectus").
The Rights Issue comprises an offer of up to 22,379,825 new shares in the Company, each with a nominal value of NOK 0.34 (the "Offer Shares"), offered at a subscription price of NOK 1.75 (the "Subscription Price") per Offer Share, thereby raising gross proceeds of up to approximately NOK 39 million.
The subscription period for the Rights Issue will commence today on 26 March 2018 at 09:00 (CET) and expire at 16:30 (CET) on 6 April 2018 (the "Subscription Period").
Existing shareholders of the Company as of 21 March 2018, as registered in the Norwegian Central Securities Depository (the "VPS") on 23 March 2018 (the "Record Date") (the "Existing Shareholders") will be granted free of charge non-transferable and non-tradable subscription rights (the "Subscription Rights"). Each Existing Shareholder will be allocated 0.299999995 Subscription Rights for each share as registered held in the Company on the Record Date. The Subscription Rights granted to each Existing Shareholder will be rounded down to the nearest whole Subscription Right. Subject to applicable law in the relevant jurisdiction of each Existing Shareholder, each of the Subscription Rights provide preferential rights to subscribe for and be allocated one (1) Offer Share at the Subscription Price.
The Subscription Rights will not be listed on Oslo Børs and will not be tradable. The Subscription Rights will have economic value if the Company's shares are traded above the Subscription Price during the Subscription Period.
Subscription Rights that are not exercised to subscribe for Offer Shares before the end of the Subscription Period (i.e. before 6 April at 16:30 (CET) will have no value and will lapse without any compensation to the holder. Holders of Subscription Rights should note that subscription for Offer Shares must be made in accordance with the procedures set out in the Prospectus and that holding of Subscription Rights in itself do not represent a subscription for Offer Shares.
The Rights Issue is partially underwritten by an underwriting consortium that has agreed to secure subscription for up to NOK 30 million in the Rights Issue (the "Underwriting"). The Underwriting is unconditional and irrevocable. The underwriting consortium consists of existing shareholders in the Company. Each underwriter is liable on a pro rata basis, limited to their respective underwritten amount as set out in section 13.19 "The Underwriting" of the Prospectus. The Company shall pay a fee to the underwriters equal to 4% of the underwritten amount of NOK 30 million. Please see section 13.19 "The Underwriting" of the Prospectus for further information about the Underwriting and the underwriting consortium.
The Offer Shares are offered only in those jurisdiction in which, and only to those persons to whom, offers and sales of the Offer Shares (pursuant to the exercise of Subscription Rights or otherwise) may lawfully be made.
Subject to timely payment of the entire subscription amount in the Rights Issue, it is expected that the Offer Shares will be issued and delivered to the subscribers to whom they are allocated on or about 12 April 2018. The Offer Shares allocated in the Rights Issue are expected to be tradable on Oslo Børs from and including the same date.
For complete information about the Rights Issue and the risk factors concerning the Company and the shares, please see the Prospectus, in particular section 2 "Risk Factors" and Section 13 "The Rights Issue". For a description of restrictions in respect of subscription of Offer Shares and exercising Subscription Rights, see section 14 "Selling and transfer restrictions" of the Prospectus.
DNB Markets, a part of DNB Bank ASA is engaged as manager in connection with the Rights Issue.
Aabø-Evensen & Co Advokatfirma AS is acting as legal advisor to the Company in connection with the Rights Issue.
For further information, please contact:
Carl Espen Wollebekk, CEO
Mobile: +47 930 55 505
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
This announcement is not and does not form a part of any offer for sale of any securities, and is not for release, publication or distribution, directly or indirectly, in the United States, or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. Hiddn Solutions ASA does not intend to register its securities in the United States. The distribution of this announcement into jurisdictions other than Norway may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement has not been approved by any regulatory authority.