Share Issue/Capital Change • Nov 20, 2025
Share Issue/Capital Change
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Hofseth BioCare ASA: LAST DAY OF SUBSCRIPTION PERIOD IN SUBSEQUENT OFFERING
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANOTHER
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 the stock exchange announcements by Hofseth BioCare ASA
("HBC" or the "Company") on 7 November 2025 regarding the terms of a subsequent
offering of up to 16,666,666 new shares (the "Offer Shares") in the Company (the
"Subsequent Offering") and on 10 November 2025 regarding the start of the
subscription period in the Subsequent Offering. Each Offer Share is offered at a
subscription price of NOK 1.80.
The subscription period for the Subsequent Offering (the "Subscription Period")
will expire today, 20 November 2025 at 16:30 hours (CET). Subscription rights
that are not used to subscribe for Offer Shares before the expiry of the
Subscription Period will have no value and will lapse without compensation to
the holder.
Correctly completed subscription forms must be received by DNB Carnegie, a part
of DNB Bank ASA (the "Settlement Agent") prior to the expiry of the Subscription
Period, or in the case of online subscriptions, be registered prior to the
expiry of the Subscription Period.
For further information on the Subsequent Offering, please refer to the
Company's stock exchange notice dated 7 November 2025, or in the national
prospectus published by the Company on 10 November 2025 in accordance with the
rules in the Norwegian Securities Trading Act chapter 7 (the "Prospectus"). The
Prospectus is available at the websites of the Company
(https://hofsethbiocare.com).
Advokatfirmaet CLP DA is acting as legal counsel to the Company in the
Subsequent Offering.
For further information, please contact:
Jon Olav Ødegård, CEO at HBC
Phone: +47 936 32 966
E-mail: [email protected] (mailto:[email protected])
Important information
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures. The securities referred to in this announcement
have not been and will not be registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act"), and accordingly may not be offered or sold in
the United States absent registration or an applicable exemption from the
registration requirements of the Securities Act and in accordance with
applicable U.S. state securities laws. The Company do not intend to register any
part of the Offering in the United States or to conduct a public offering of
securities in the United States. Any sale in the United States of the securities
mentioned in this announcement will be made solely to "qualified institutional
buyers" as defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The "Prospectus Regulation"
means Regulation (EU) 2017/1129, as amended (together with any applicable
implementing measures) in any Member State. This communication is only being
distributed to and is only directed at persons in the United Kingdom that are
(i) investment professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order") or (ii) high net worth entities, and other persons to whom this
announcement may lawfully be communicated, falling within Article 49(2)(a) to
(d) of the Order (all such persons together being referred to as "relevant
persons").
This communication must not be acted on or relied on by persons who are not
relevant persons. Any investment or investments activity to which this
communication relates is available only for relevant persons and will be engaged
in only with relevant persons. Persons distributing this communication must
satisfy themselves that it is lawful to do so.
The issue, subscription or purchase of shares or other financial instruments in
the Company is subject to specific legal or regulatory restrictions in certain
jurisdictions. The Company does not assume any responsibility in the event there
is a violation by any person of such restrictions. The distribution of this
release may in certain jurisdictions be restricted by law. Persons into whose
possession this release 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.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. Any forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Such assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict. Such risks, uncertainties, contingencies
and other important factors could cause actual events to differ materially from
the expectations expressed or implied in this release by such forward-looking
statements. The Company does not make any guarantee that the assumptions
underlying any forward-looking statements in this announcement are free from
errors nor does it accept any responsibility for the future accuracy of the
opinions expressed in this announcement or any obligation to update or revise
the statements in this announcement to reflect subsequent events. You should not
place undue reliance on any forward-looking statements in this announcement. The
information, opinions and forward-looking statements contained in this
announcement speak only as at its date and are subject to change without notice.
The Company does not undertake any obligation to review, update, confirm, or to
release publicly any revisions to any forward-looking statements to reflect
events that occur or circumstances that arise in relation to the content of this
announcement.
This announcement is made by and, and is the responsibility of, the Company.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. The distribution of
this announcement and other information may be restricted by law in certain
jurisdictions. Persons into whose possession this announcement or such other
information should come are required to inform themselves about and to observe
any such restrictions. This announcement is an advertisement and is not a
prospectus for the purposes of the Prospectus Regulation as implemented in any
Member State.
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