Hiddn Solutions ASA - Approved prospectus
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Reference is made to the announcements made by Hiddn Solutions ASA (the "Company") on 29 December 2016 and 23 January 2017 in connection with the Company’s acquisition of Hiddn Security AS and issuance of shares in the Company as consideration to the selling shareholders of Hiddn Security AS (the “Consideration Shares”). Further reference is made to the Company's announcement on 13 January 2017 regarding key information of a NOK 20-60 million rights issue (the “Rights Issue”).
The Financial Supervisory Authority of Norway has approved a prospectus dated 26 January 2017 (the "Prospectus") in connection with (i) listing on Oslo Børs of 35,213,439 Consideration Shares issued to the selling shareholders of Hiddn Security AS and (ii) offering and listing of up to 20,761,245 new shares in the Company in connection with the Rights Issue and, if the Rights Issue is fully subscribed on the basis of subscription rights, offering and listing up to 5,190,311 new shares in the Company to underwriters of the Rights Issue as well as to employees, management and board members of the Company having subscribed for shares in the Rights Issue (collectively referred to as the "Offer Shares").
The Consideration Shares have been placed on a separate ISIN pending approval of the Prospectus and will assume the regular ISIN of the Company's shares following this publication of the Prospectus, thus becoming tradable on Oslo Børs. The Offer Shares will be issued on the Company's ordinary ISIN following the end of a subscription period, please refer to the stock exchange notice following immediately after this announcement for further details on the Rights Issue.
The Prospectus will be available from 27 January 2017 at www.hiddnsolutions.com, www.arctic.com/secno/offerings, www.dnb.no/emisjoner or www.sr-bank.no/markets and will also be available free of charge at the business office of the Company and the managers, Arctic Securities AS and DNB Markets, a part of DNB Bank ASA, as well as the selling agent Sparebank 1 SR-Bank ASA, Markets.
For further information, please contact:
CEO, Tore Viana-Rønningen (Telephone: +47 911 08 693)
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.