HIDDN – Commencement of subscription period in subsequent offering
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Reference is made to the stock exchange announcement by Hiddn Solutions ASA (the "Company") on 13 August 2019 regarding key information of a subsequent offering of up to NOK 2,850,000 in the Company (the "Subsequent Offering") following a private placement of NOK 8,850,000 (including a debt conversion of NOK 1,652,700) (the "Private Placement"). Further reference is made to the approval of the Private Placement and Subsequent Offering by an extraordinary general meeting in the Company on 4 September 2019 (the "EGM").
The subscription period for the Subsequent Offering commences today, 11 September 2019 at 09:00 hours (CEST).
The Subsequent Offering comprises issuance of up to 2,850,000 new shares, each with a subscription price of NOK 1 (the "Offer Shares"), which is equal to the subscription price in the Private Placement. The subscription price is also equal to the new resolved nominal value of the Company's shares following completion of a 20:1 reverse split of the Company's shares as resolved by the Company's EGM on 4 September 2019 (the "Reverse Share Split"). The Reverse Share split will be carried out prior to issuance of the Offer Shares in the Subsequent Offering.
Shareholders in the Company as of 17 July 2019, as registered in the Norwegian Central Security Depository ("VPS") on 19 July 2019 (the "Record Date"), who did not participate in the Private Placement and who are not resident in a jurisdiction in which such offer would be unlawful or require any prospectus registration or similar ("Eligible Shareholders"), are offered preferential rights to subscribe for Offer Shares in the Subsequent Offering.
Eligible Shareholders are granted 0.042772 subscription rights for each share in the Company registered in the VPS as held on the Record Date. Subject to applicable securities law, each subscription right gives the right to subscribe for and be allocated one (1) Offer Share in the Subsequent Offering. The aggregate number of subscription rights granted to each Eligible Shareholder is rounded down to the nearest whole subscription right. Over-subscription is allowed. Subscription without subscription rights is allowed for investors in Norway. The subscription rights are non-tradable and will not be listed on the Oslo Stock Exchange. Following expiry of the Subscription Period, unused subscription rights will lapse and be of no value to the holder.
In accordance with the resolution made by the EGM, subscribers holding subscription rights that have over-subscribed will have preferential rights to have Offer Shares allocated proportionate to the number of subscription rights used if not all subscription rights are used to subscribe for Offer Shares. If not all Offer Shares are allocated on the basis of subscription rights (including over-subscription by subscribers with subscription rights), the remaining Offer Shares will be proportionally allocated to subscribers without subscription rights based on subscribed amounts. There are no guarantees of allocation of Offer Shares for subscriptions without use of subscription rights.
The subscription period in the Subsequent Offering ends on 25 September 2019 at 16:30 (CEST).
Allocation of the Offer Shares is expected to take place on or about 25 September 2019 after expiry of the subscription period. The result of the Subsequent Offering will be announced by stock exchange announcement on or about the same date.
Completion of the Subsequent Offering and issuance of the Offer Shares are conditioned upon completion and registration of all resolutions made by the Company's EGM on 4 September 2019 with the Norwegian Register of Business Enterprises. This includes registration of the Reverse Share Split and the Private Placement (including the NOK 1,652,700 debt conversion), which are currently resolved, but not yet registered as of today, 11 September 2019.
Delivery and listing of the Offer Shares is also subject to the Company's publication of an EEA prospectus approved by the Supervisory Financial Authority of Norway relating to the shares issued in the Private Placement (but not the Offer Shares in the Subsequent Offering). The Subsequent Offering and listing of the Offer Shares on the Oslo Stock Exchange is made pursuant to an exemption of the prospectus requirements stipulated by the Norwegian Securities Trading Act of 29 June 2007 no. 75 and the EU Prospectus Regulation (Regulation (EU) 2017/1129).
The terms and conditions of the Subsequent Offering, including a subscription form for participation or instructions for online subscription via the VPS online subscription system, will be made available in an information document at the Company's website, www.hiddn.no.
For further information, please contact:
Jørgen Waaler (CEO), telephone: +47 905 90 010 /e-mail: firstname.lastname@example.org
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
This announcement may not be distributed or sent into the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. These materials are not an offer for sale of securities in the United States or any other country. The 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 sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States.