RESULT OF THE RIGHTS ISSUE
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 from Hiddn Solutions ASA (the "Company") regarding a partially underwritten rights issue of 30-39 million, by issuance of minimum 17,142,857 and 22,379,825 new shares in the Company at a subscription price of NOK 1.75 (the "Offer Shares").
The subscription period for the Rights Issue expired today, 6 April 2018, at 16:30 CET. At the end of the subscription period, the Company had received subscriptions for a total of 15,511,605 Offer Shares. Thus, no allocation resolution was required by the Board of Directors as there were available Offer Shares for all subscriptions made and all subscribers were allocated Offer Shares in accordance with their subscribed amount.
9,836,293 Offer Shares, which comprise approximately 57.4% of the Offer Shares allocated in the Rights Issue, were allocated on the basis of subscription rights. 5,587,118 Offer Shares were allocated to subscribers having oversubscribed on the basis of subscription rights, comprising approximately 32.6% of the Offer Shares allocated. 88,194 shares were allocated to subscribers without subscription rights, comprising approximately 0.5% of the Offer Shares allocated in the Rights Issue.
In addition, shares equal to the difference between the aggregate subscribed amount and the underwritten amount of NOK 30 million was subscribed by and allocated to the underwriters in the Rights Issue pursuant to the underwriting agreement between the Company and certain existing shareholders. These allocations comprised in aggregate 1,631,252 Offer Shares or 9.5% of the total amount of subscribed shares in the Rights Issue. In total, underwriters in the Rights Issue subscribed for and were allocated 14,810,771 Offer Shares, including as per the obligations in the underwriting agreement and additional subscriptions.
On this background, the Board of Directors has resolved to issue 17,142,857 new shares in the Company to the subscribers in the Rights Issue, increasing the Company's share capital by NOK 5,828,571.38, from NOK 25,363,802.12 to NOK 31,192,373.50, divided on 91,742,275 shares. The shares are issued pursuant to a board authorization granted by the Company's extraordinary general meeting on 13 February 2018. The payment date for the Offer Shares is set to 10 April 2018 and it is expected that registration of the share capital increase and issuance of the Offer Shares will take place on or about 12 April 2018.
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.