Underwritten rights issue of NOK 30 – 39 million
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.
The Board of Directors of Hiddn Solutions ASA (the “Company”) has resolved to carry out a rights issue with gross proceeds of NOK 30 - 39 million, with pre-emptive subscription rights for existing shareholders (the “Rights Issue”).
The subscription price in the Rights Issue is set at NOK 1.75 per new share and between 17,142,857 and 22,379,825 new shares in the Company (the "Offer Shares") will be issued.
The net proceeds from the Rights issue will be used to finance working capital in the Group's ongoing business.
The share capital increase pertaining to the Rights Issue and issuance of the Offer Shares will be resolved by the Board of Directors pursuant to an authorization granted by the Company's extraordinary general meeting on 13 February 2018.
In connection with the Rights Issue, the Company has entered into an underwriting agreement with larger existing shareholders of the Company (the "Underwriters"), who, subject to certain conditions, has underwritten subscription of 17,142,857 Offer Shares in the Rights Issue, ensuring minimum proceeds of approximately NOK 30 million. Up to 17,142,857 Offer Shares, not subscribed for by the end of the subscription period will thus be allocated to the Underwriters. The Underwriters will receive an underwriting fee corresponding to 4.00% of the underwritten amount.
A prospectus relating to the Rights Issue, to be approved by the Financial Supervisory Authority of Norway (the "NFSA"), will be prepared by the Company. The prospectus will be made public prior to the subscription period and include the subscription material for the Rights Issue. Provided that the prospectus for the Rights Issue is approved by the NFSA as scheduled, the subscription period will commence on 26 March 2018 at 09:00 (CET) and end on 6 April 2018 at 16:30 hours (CET). Further details on the terms of the Rights Issue will be described in the prospectus to be released in connection with commencement of the subscription period.
Existing shareholders will be granted subscription rights for the Offer Shares in the Rights Issue pro rata to their existing shareholding in the Company, with each subscription right giving right to subscribe and be allocated one (1) Offer Share in the Rights Issue. The shareholders will receive subscription rights on the basis of their shareholding in the Company as of the expiry of 21 March 2018 (as registered in the Company's shareholder register in the VPS as of the expiry of 23 March 2018). Oversubscription and subscription without subscription rights will be permitted. The subscription rights will not be tradable and will not be listed on Oslo Børs.
DNB Markets, a part of DNB Bank ASA is acting as Manager in 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
Oslo, 18 March 2018
Hiddn Solutions ASA
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
The Rights Issue and the distribution of this announcement and other information in connection with the Rights Issue may be restricted by law in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions. 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 Rights Issue will not be made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. This announcement is not for distribution, directly or indirectly in or into any jurisdiction in which it is unlawful to make any such offer or solicitation to such person or where prior registration or approval is required for that purpose. No steps have been taken or will be taken relating to the Rights Issue in any jurisdiction outside of Norway in which such steps would be required. Neither the publication and/or delivery of this announcement shall under any circumstances imply that there has been no change in the affairs of the Company or that the information contained herein is correct as of any date subsequent to the earlier of the date hereof and any earlier specified date with respect to such information.
This publication is not for distribution, directly or indirectly, in or into the United States, nor is it an offer for sale of or the solicitation of an offer to purchase securities in the United States. Any securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. There will not be a public offering of shares in the United States. Copies of this publication are not being, and may not be, distributed or sent into the United States.
This announcement does not constitute an offering circular or prospectus in connection with an offering of securities of the Company. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the prospectus made available by the Company only to qualified persons in certain jurisdictions where an offer may be made (if an offer is made). This announcement does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for, any securities and cannot be relied on for any investment contract or decision.