Hiddn Solutions ASA - Commencement of subscription period in Rights Issue

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 previous stock exchange announcements from Hiddn Solutions ASA (the "Company"), the latest on 23 January 2017, regarding a NOK 20-60 million rights issue (the "Rights Issue") and the stock exchange announcement earlier today regarding the approval of a prospectus (the "Prospectus").

The Rights Issue comprises 20,761,245 new shares in the Company, each with a nominal value of NOK 0.34, (the “Offer Shares”) offered at a subscription price of NOK 2.89 (the "Subscription Price"), thereby raising gross proceeds of up to approximately NOK 60 million.

Existing shareholders of the Company as of 24 January 2017, as registered in the Norwegian Central Securities Depository (the "VPS") on 26 January 2017 (the "Record Date") (the "Existing Shareholders") will be granted free of charge transferable subscription rights (the "Subscription Rights"). Each Existing Shareholder will be allocated 0.54409 Subscription Rights for each share as registered held in the Company on the Record Date. The Subscription Rights granted to each Existing Shareholder will be rounded down to the nearest whole Subscription Right. Subject to applicable law in the relevant jurisdiction of each Existing Shareholder, each of the Subscription Rights provide preferential rights to subscribe for and be allocated one (1) Offer Share at the Subscription Price.

The subscription period for the Rights Issue will commence today on 27 January 2017 and expire at 16:30 (CET) on 10 February 2017 (the "Subscription Period").

The Subscription Rights will be listed and be tradable on Oslo Børs from today 27 January 2017 to and including 16:30 (CET) on 8 February 2017 under ticker code "HIDDN T" (the "Trading Period"). The Subscription Rights will have economic value if the Company's shares are traded above the Subscription Price during the Subscription Period.

Subscription Rights that are not sold before the end of the Trading Period (i.e. before 8 February 2017 at 16:30 (CET) or that are not used to subscribe for Offer Shares before the end of the Subscription Period (i.e. before 10 February 2017 at 16:30 (CET)) will have no value and will lapse without any compensation to the holder. Holders of Subscription Rights should note that subscription for Offer Shares must be made in accordance with the procedures set out in the Prospectus and that holding of Subscription Rights in itself do not represent a subscription for Offer Shares.

The Rights Issue is underwritten by an underwriting consortium that has agreed to secure subscriptions for up to NOK 20 million in the Rights Issue (the "Underwriting"). The Underwriting is unconditional and irrevocable. The underwriting consortium consists of existing shareholders in the Company. Each underwriter is liable on a pro rata basis, limited to their respective underwritten amount as set out in section 14.19 "The Underwriting" of the Prospectus. The Company shall pay a fee to the underwriters equal to 6% of the underwritten amount of NOK 20 million. Please see section 14.19 "The Underwriting" of the Prospectus for further information about the Underwriting and the underwriting consortium. The underwriters are guaranteed an allocation of Offer Shares subscribed for in the Rights Issue in an amount of up to NOK 10 million.

In the event the Rights Issue is fully subscribed based on Subscription Rights, the Company's extraordinary general meeting on 13 January 2017 granted the Company's board with an authorization to issue additional 5,190,311 Offer Shares to be directed to the underwriters, and the Company's employees, management and board members on the same terms as in the Rights Issue, which in aggregate will result in total gross proceeds of up to approximately NOK 75 million. Please note that no Subscription Rights have been issued on the basis of these additional 5,190,311 Offer Shares.

The Subscription Rights and the Offer Shares are offered only in those jurisdiction in which, and only to those persons to whom, offers and sales of the Offer Shares (pursuant to the exercise of Subscription Rights or otherwise) may lawfully be made.

Subject to timely payment of the entire subscription amount in the Rights Issue, it is expected that the Offer Shares will be issued and delivered to the subscribers to whom they are allocated on or about 20 February 2017. The Offer Shares allocated in the Rights Issue are expected to be tradable on Oslo Børs from and including the same date.

For complete information about the Rights Issue and the risk factors concerning the Company and the shares, please see the Prospectus, in particular section 2 "Risk Factors" and Section 14 "The Rights Issue". For a description of restrictions in respect of subscription of Offer Shares and trading and/or exercising Subscription Rights, see section 16 "Selling and transfer restrictions" of the Prospectus.

A letter setting out information about the Rights Issue, including the number of Subscription Rights granted, will be distributed to each Existing Shareholder.

Arctic Securities AS and DNB Markets, a part of DNB Bank ASA are engaged as joint lead managers and Sparebank 1 SR-Bank ASA, Markets is acting as Selling Agent 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:

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. 

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