Hiddn Solutions ASA Rights Issue – Final result and primary insider transactions
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 concerning the rights issue of up to 20,761,245 new shares (the "Offer Shares") in Hiddn Solutions ASA (the "Company") (the "Rights Issue") and up to 5,190,311, additional Offer Shares in case the Rights Issue is fully subscribed pursuant to subscription rights, at a subscription price of NOK 2.89 per Offer Share.
The subscription period for the Rights Issue expired 10 February 2017 at 16:30 (CET). At the end of the subscription period, the Company had received subscriptions for a total of 31,099,008 Offer Shares. Accordingly, the Rights Issue was oversubscribed. The Company's board has now approved the final allocation of the Offer Shares based on the allocation criteria set out in the Company's prospectus dated 26 January 2017 (the "Prospectus").
16,713,704 Offer Shares, which comprise approximately 80.5% of the Offer Shares in the Rights Issue, is subscribed by exercise of subscription rights and have been allocated on this basis. In addition, 4,047,541 Offer Shares have been allocated to subscribers having oversubscribed on the basis of subscription rights. No shares have been allocated to subscribers without subscription rights.
Due to the high demand for Offer Shares in the Rights Issue, and on the basis of the board authorization granted by the Company's extraordinary general meeting on 13 January 2017 to issue additional Offer Shares in case the Rights Issue was fully subscribed, as further set out in the Prospectus, the board has resolved to issue 1,068,196 additional Offer Shares to the Company's employees, management and board that have subscribed for Offer Shares in the Rights Issue. Pursuant to the same board authorization, the board has resolved to issue 2,287,123 additional Offer Shares to the underwriters in the Rights Issue.
In total, 24,116,564 Offer Shares will be issued. Following registration of the share capital increase pertaining to issuance of the Offer Share, the Company will have a share capital of NOK 21,173,180.40, divided on 62,274,060 shares, each with a nominal value of NOK 0.34. It is expected that registration of the share capital increase and issuance of the Offer Shares will take place on or about 20 February 2017.
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.
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The following primary insiders have been allocated Offer Shares in accordance with the criteria set out in the Prospectus.
Intelco Concept AS, represented in the Company's board by chairman Øystein Tvenge, has been allocated 3,954,742 Offer Shares in the Rights Issue, out of which 3,210,797 Offer Shares were allocated pursuant to exercise of subscription rights. The remaining 743,945 Offer Shares were allocated pursuant to the board authorization to issue additional Offer Shares to the underwriters of the Rights Issue, as further described in the Prospectus. Following completion issuance of the Offer Shares, Intelco Concept AS will own 9,835,969 shares in the Company, corresponding to approximately 15.79% of the total amount of outstanding shares in the Company.
Øystein Tvenge has been allocated 150,000 Offer Shares personally. Following issuance of the Offer Shares, Øystein Tvenge will own 382,271 shares in the Company, corresponding to 0.61% of the total amount of outstanding shares in the Company.
Grue Invest AS, a company owned by board member Cecilie Grue, has been allocated 20,000 Offer Shares. Following issuance of the Offer Shares, Grue Invest AS will own 20,000 shares in the Company, corresponding to approximately 0.03% of the total amount of outstanding shares in the Company.
HA-Invest AS, a company owned by board member Hege Anfindsen, has been allocated 30,000 Offer Shares. Following issuance of the Offer Shares, HA-Invest AS will own 40,000 shares in the Company, corresponding to approximately 0.06% of the total amount of outstanding shares in the Company.
ETVR Invest AS, a company owned by CEO, Tore Viana-Rønningen and his family, has been allocated 30,000 Offer Shares. Following issuance of the Offer Shares, ETVR Invest AS will own 40,000 shares in the Company, corresponding to approximately 0.06% of the total amount of outstanding shares in the Company.
SML Partners AS, a company that has entered into a service agreement with the Company, wherein, inter alia, CEO, Tore Viana-Rønningen, is hired as CEO, has been allocated 520,000 Offer Shares. Chairman of the board, Øystein Tvenge, board member Hege Anfindsen and CEO, Tore Viana-Rønningen, CEO, have ownership interests in SLM Partners AS. Following issuance of the Offer Shares, SLM Partners AS will own 520,000 shares in the Company, corresponding to approximately 0.84% of the total amount of outstanding shares in the Company.
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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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