Hiddn Solutions ASA convenes an extraordinary general meeting to propose a Rights Issue of NOK 20-60 million

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. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Reference is made to stock exchange announcement from Hiddn Solutions ASA (“the Company”) on 16 December 2016 in relation to a potential capital increase in the Company.

Having completed an evaluation of various alternatives, the Company proposes to carry out a rights issue in the Company with gross proceeds of NOK 20-60 million, with pre-emptive subscription rights for existing shareholders (the “Rights Issue”). The Company will appoint financial advisors to act as managers (the “Managers”) in connection with the Rights Issue.

The Company proposes that the subscription price is determined by the Board of Directors together with the Managers and that the subscription price is announced prior to the commencement of the subscription period.

The Board of Directors has resolved to call for an extraordinary general meeting (the “EGM”) to be held on 13 January 2017 to resolve the Rights Issue. The notice of the EGM will be distributed separately.

To ensure minimum gross proceeds of NOK 20 million, the Company has gathered an underwriting consortium comprising existing shareholders and external investors that have underwritten a minimum proceeds of NOK 20 million. As compensation, the underwriters will receive a commission of 6% and be guaranteed 50% allocation within the guaranteed amount in the Rights Issue. If the Rights Issue is fully subscribed, the underwriters may potentially not be allocated a sufficient number of shares in the issue in accordance with their right. The Company thus proposes that the board is authorized to issue up to 10,000,000 new shares to the underwriters, which implies an increase in the share capital of maximum NOK 3,400,000. In addition, the board proposes that the authorization also comprises allocation of shares to the Company’s employees, management and board members on the same terms and conditions as in the Rights Issue of a subscription amount limited up to NOK 5 million (the “Board Authorization”).

The Company’s major shareholder, Intelco Concept AS, has undertaken to underwrite for NOK 4,300,000 of the underwritten amount in the Rights Issue.

Completion of the Rights Issue is subject to shareholders’ approval of the Rights Issue at the EGM to be held on 13 January 2017 and that a prospectus for the Rights Issue is approved by the Financial Supervisory Authority of Norway and published in accordance with applicable law.

Through the Rights Issue, the share capital of the Company will be increased by minimum NOK 453,333.22 and maximum NOK 20,400,000 through an issue of minimum 1,333,333 and maximum 60,000,000 new shares, each with a nominal value of NOK 0,34. Shareholders in the Company as at close of trading on 18 January 2017 (as evidenced in the Company’s shareholder register in VPS as of 20 January 2017, being the “Record Date”) will be granted subscription rights giving a preferential right to subscribe for and be allocated new shares in the Rights Issue, meaning that the share will trade exclusive of the right to receive subscription rights from and including 19 January 2017 for trades subject to ordinary T + 2 settlement in the VPS. Each subscription right will give the right to subscribe for and be allocated one (1) new share in the Rights Issue. Oversubscription and subscription without subscription rights will be permitted. 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 for the Rights Issue (see timeline below).

The subscription rights will be tradable and listed on Oslo Børs. Any subscription rights not used or sold during the subscription period will lapse and cease to carry any value.

In the event that Rights Issue is fully subscribed and the Board Authorisation is used, the total number of new shares to be issued in connection with the Rights Issue will be up to 71,700,000 new shares, raising gross proceeds of up to NOK 75 million.

Below is an indicative time table for the rights issue:

13 January 2017: EGM to resolve the Rights Issue

18 January 2017: Last day of trading in the Company’s shares inclusive subscription rights

19 January 2017: The Company’s shares trade excluding rights to participate in the Rights Issue

20 January 2017: Record date for determining the right to receive subscription rights, at which the VPS shareholders register for trades with ordinary settlement in VPS (T+2) will show shareholders of the Company as per the end of trading on 18 January 2017

On or about 23 January 2017: Publication of prospectus and first day of subscription period for the Rights Issue

On or about 6 February 2017: Last day of subscription period for the Rights Issue

On or about 7 February 2017: Allocation of new shares

On or about 13 February 2017: Payment for new shares

In the event that the prospectus is not approved by the 20 January 2017, the subscription period will start on the date two trading dates after such approval, and the dates above will be adjusted accordingly.

Aabø-Evensen & Co Advokatfirma AS is acting as the Company’s legal advisor in connection with the Rights Issue.

Contact person:
CEO Tore Viana-Rønningen tlf: +47 91 10 86 93

About Hiddn Solutions ASA

Hiddn Solutions ASA is a publicly traded company focusing on financing, developing and commercialization of technology.The Company is situated in Oslo. The Company is currently in the process of completing the acquisition of Hiddn Security AS (“Hiddn”)

Hiddn is a supplier of proprietary hardware-based encryption products to military, government and large institutions with further potential to scale into the retail hardware market and within the industrial internet of things. Hiddn has made significant progress in certification and approval processes with leading national approval authorities in Europe and the US for its hardware encryption solutions. Hiddn is currently facing a commercial scaling of its products and has commenced efforts on establishing strategic alliances and reseller agreements with leading European partners. Hiddn's management is looking to further exploit the company's intellectual property ("IP") through complementing its product offering of hardware products as well as exploiting OEM-opportunities and other applications of its IP.

Important notice

The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Company's financial advisors are acting exclusively for the Company and no one else, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the Rights Issue, the contents of this announcement or any of the matters referred to herein. 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. 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.

This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.

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