HIDDN: Securing private placement of NOK 20 million

HIDDN: Securing private placement of NOK 20 million

Oslo, 21 December 2018. Hiddn Solutions ASA (“Hiddn” or the “Company”, OSE: HIDDN) has today secured commitment from certain existing shareholders and new investors (the “Undertakers”) for a private placement of NOK 20 million.

The Board of Directors of the Company (the “Board”) is of the opinion that this private placement together with other sources of financing, will cover the financing needs for the next twelve months.

The Undertakers have unconditionally and irrevocably undertaken to, on the terms and subject to the conditions set forth in an undertaking agreement, to subscribe for a number of new shares in a private placement corresponding to an amount of NOK 20 million.

The subscription price in the private placement will be determined at the date of the Board’s resolution to consummate the private placement and issue the new shares, and will be equal to the volume-weighted average price for the Company’s shares on the Oslo Stock Exchange during the five days prior to the date of the Board’s resolution, less 20% of this price (the “Subscription Price”), however, limited to NOK 1.14 (the "Maximum Subscription Price").

The Maximum Subscription Price represents the volume-weighted average price for the Company’s shares on the Oslo Stock Exchange during the five days prior to and including 19 December, less 20%. The Subscription Price will not in any event be lower than the nominal value of each of the Company’s shares of NOK 0.34.

For the avoidance of doubt, the private placement and the Undertakers’ undertaking are not conditioned upon completion of the potential acquisition of Tactilis Pte Limited by the Company under the non-binding LOI as announced by the Company on 12 December 2018 (the “Transaction”).

In the event the Board resolves to carry out a private placement as set out above, the Board will also consider to carry out a subsequent offering of up to NOK 5 million in new shares in the Company directed towards shareholders in the Company who were not invited to participate, or applied for, but were not allocated shares in the private placement.

Should the private placement be carried out at the Maximum Subscription Price, this will result in issuance of a total of 17,543,859 new shares in the Company, representing approximately 19% of the current issued share capital of the Company.

The following primary insiders of the Company has participated in the undertaking and will, subject to the Board resolving to carry out the private placement, subscribe for and be allocated new shares in the Company:

Øystein Tvenge, chairman, has undertaken to subscribe for NOK 3,100,000 in the private placement, representing 2,719,298 shares in the Company assuming a subscription price equal to the Maximum Subscription Price. Øystein Tvenge currently holds 14,838,240 shares in the Company through his private account and through the Lombard International Assurance Policy accounts of Tvenge and Intelco AS and will, assuming the above, hold 17,557,538 shares in the Company following the private placement, representing 16.07% of the issued share capital of the Company following the private placement.

Jan Chr. Opsahl, board member, has undertaken to subscribe for NOK 1,400,000 in the private placement, representing 1,228,070 shares in the Company assuming a subscription price equal to the Maximum Subscription Price. Jan Chr. Opsahl currently holds 6,197,626 shares in the Company through Dallas Asset Management AS and will, assuming the above, hold 7,425,696 shares in the Company following the private placement, representing 6.79% of the issued share capital of the Company following the private placement.

Siw Ødegaard, board member, has undertaken to subscribe for NOK 250,000 in the private placement, representing 219,298 shares in the Company assuming a subscription price equal to the Maximum Subscription Price. Siw Ødegaard currently holds zero shares in the Company and will assuming the above, hold 219,298 shares through Kvinnesiden AS in the Company following the private placement, representing 0.2% of the issued share capital of the Company following the private placement.

Carl Espen Wollebekk, CEO, has undertaken to subscribe for NOK 200,000 in the private placement, representing 175,439 shares in the Company assuming a subscription price equal to the Maximum Subscription Price. Carl Espen Wollebekk currently holds 4,067,086 shares in the Company through the company Wollebekkgruppen AS and will, assuming the above, own 4,242,525 shares in the Company following the private placement, representing 3,88% of the issued share capital of the Company following the private placement.

For further information, please contact:
Carl Espen Wollebekk (CEO of Hiddn), telephone: + 47 930 55 505 /e-mail: cew@hiddn.no

About Hiddn Solutions ASA

Hiddn Solutions ASA is listed on the Oslo Stock Exchange under the ticker HIDDN. The company is offering impenetrable proprietary hardware-based authentication and encryption products with a superior level of security as well as a wider product suite addressing all market segments looking for solutions to ensure that sensitive information stays confidential and unavailable to unauthorised access. Based on Hiddn's unrivalled and proven position in the high-end encryption market, Hiddn is implementing a strategy of adapting the proprietary technology to the high-volume markets to take advantage of the growing global security challenges and the arising regulatory requirements. Hiddn has established a product offering that addresses all market segments from the high-end security clients to the retail market, and established partnerships with some of the most important sales and distribution partners in Europe. Hiddn sees significant growth opportunities and rising demand from customers and is well on its way to solidify its leading position in the growing market for secure data storage.

For more information, please visit: www.hiddn.no

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

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