Hiddn Solutions ASA - Contemplated private placement
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Hiddn Solutions ASA (“Hiddn” or the “Company”) is contemplating a private placement of up to NOK 15 million to strengthen its balance sheet, finance working capital and for general corporate purposes.
Hiddn has for some time been in discussions with a significant global player relating to a possible OEM agreement for Hiddn's encrypted disk solutions. The partner has conducted extensive testing of Hiddn's products and these have now been technically approved. As a result of successful testing, the parties have now started commercial negotiations relating to a distribution agreement. The negotiations are still at an early stage and it is not certain if the Company is able to conclude an agreement with the global player on commercially attractive terms, or if at all. In order to position the Company as a credible counterparty with adequate financing, the Board of Directors has decided to raise additional equity.
Hiddn intends to raise up to NOK 15 million by issuing up to 7,500,000 new shares (the “New Shares”) in the Company in a private placement (the “Private Placement”). The subscription price in the Private Placement is set to NOK 2.00 per New Share. The application period commences today on 16 November 2017 at 16:30 CET and will close on 17 November 2017 at 08:00 hours CET. The Company reserves the right to close or extend the application period at any time at its sole discretion. The minimum application and allocation amount in the Private Placement has been set to the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allow for a lower application amount and allocate an amount below EUR 100,000 in accordance with relevant exemptions being available to the Company.
The Private Placement will be directed towards existing shareholders and other investors subject to applicable exemptions from relevant prospectus requirements. The Private Placement will not be directed towards investors being residents or located in Australia, Canada, Hong Kong, Japan, United States of America or any other jurisdiction in which it would not be permissible to offer the New Shares.
Of the total 7,500,000 New Shares offered in the Private Placement, up to 5,884,582 New Shares will be offered in a tranche 1 and up to 1,615,418 New Shares will be offered in a tranche 2. The New Shares offered in tranche 1 will be issued on the Company’s ordinary ISIN and be tradable on the Oslo Stock Exchange upon delivery, expected on or about 27 November 2017. The New Shares offered in tranche 2 will be issued on a separate ISIN and not be tradable on the Oslo Stock Exchange until the Company has prepared and published a listing prospectus to be approved by the Financial Supervisory Authority of Norway. The allocation between tranche 1 and tranche 2 will be made at the sole discretion of the Company’s board of directors, however, so that the Company expects that New Shares in tranche 2 will be allocated to investors on a voluntary basis.
The Company has received strong interest from a number of existing shareholders and primary insiders, including indications that Inteco Concept AS (Øystein Tvenge, Chairman) will apply for 1,500,000 New Shares, Dallas Asset Management AS (Jan Christian Opsahl, board member) will apply for 1,000,000 New Shares and that Carl Espen Wollebekk, CEO, will apply for 350,000 New Shares (through Finn Clausen Gruppen AS and Wollebekkgruppen AS). Such investors have accepted to be allocated New Shares in tranche 2.
The final allocation and consummation of the Private Placement is conditional on the Company’s board of directors resolving to consummate the Private Placement and to issue the New Shares in accordance with the authorisation granted to it by the Company’s general meeting on 22 June 2017 and, (ii) the New Shares having been fully paid and legally issued and registered.
The contemplated Private Placement implies that the shareholders' preferential rights to subscribe for new shares will be set aside. The Company’s board of directors is of the opinion that the Private Placement will be in the best interest of the Company and its shareholders, allowing for the Company to raise capital more quickly and, at a lower discount, compared to a rights issue. Furthermore, the board of directors is of the opinion that, in the current market, a private placement has a larger possibility of success compared to a rights issue.
Aabø-Evensen & Co AS is acting as legal advisor to the Company in connection with the Private Placement.
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.