Arribatec Group ASA — Share Issue/Capital Change 2017

Nov 16, 2017

Hiddn Solutions ASA - Contemplated private placement

Hiddn Solutions ASA - Contemplated private placement

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.

Hiddn Solutions ASA ("Hiddn" or the "Company") is contemplating a private

placement of up to NOK 15 million to strengthen its balance sheet, finance

working capital and for general corporate purposes.

Hiddn has for some time been in discussions with a significant global player

relating to a possible OEM agreement for Hiddn's encrypted disk solutions. The

partner has conducted extensive testing of Hiddn's products and these have now

been technically approved. As a result of successful testing, the parties have

now started commercial negotiations relating to a distribution agreement. The

negotiations are still at an early stage and it is not certain if the Company is

able to conclude an agreement with the global player on commercially attractive

terms, or if at all. In order to position the Company as a credible counterparty

with adequate financing, the Board of Directors has decided to raise additional

equity.

Hiddn intends to raise up to NOK 15 million by issuing up to 7,500,000 new

shares (the "New Shares") in the Company in a private placement (the "Private

Placement"). The subscription price in the Private Placement is set to NOK 2.00

per New Share. The application period commences today on 16 November 2017 at

16:30 CET and will close on 17 November 2017 at 08:00 hours CET. The Company

reserves the right to close or extend the application period at any time at its

sole discretion. The minimum application and allocation amount in the Private

Placement has been set to the NOK equivalent of EUR 100,000, provided that the

Company may, at its sole discretion, allow for a lower application amount and

allocate an amount below EUR 100,000 in accordance with relevant exemptions

being available to the Company.

The Private Placement will be directed towards existing shareholders and other

investors subject to applicable exemptions from relevant prospectus

requirements. The Private Placement will not be directed towards investors being

residents or located in Australia, Canada, Hong Kong, Japan, United States of

America or any other jurisdiction in which it would not be permissible to offer

the New Shares.

Of the total 7,500,000 New Shares offered in the Private Placement, up to

5,884,582 New Shares will be offered in a tranche 1 and up to 1,615,418 New

Shares will be offered in a tranche 2. The New Shares offered in tranche 1 will

be issued on the Company's ordinary ISIN and be tradable on the Oslo Stock

Exchange upon delivery, expected on or about 27 November 2017. The New Shares

offered in tranche 2 will be issued on a separate ISIN and not be tradable on

the Oslo Stock Exchange until the Company has prepared and published a listing

prospectus to be approved by the Financial Supervisory Authority of Norway. The

allocation between tranche 1 and tranche 2 will be made at the sole discretion

of the Company's board of directors, however, so that the Company expects that

New Shares in tranche 2 will be allocated to investors on a voluntary basis.

The Company has received strong interest from a number of existing shareholders

and primary insiders, including indications that Inteco Concept AS (Øystein

Tvenge, Chairman) will apply for 1,500,000 New Shares, Dallas Asset Management

AS (Jan Christian Opsahl, board member) will apply for 1,000,000 New Shares and

that Carl Espen Wollebekk, CEO, will apply for 350,000 New Shares (through Finn

Clausen Gruppen AS and Wollebekkgruppen AS). Such investors have accepted to be

allocated New Shares in tranche 2.

The final allocation and consummation of the Private Placement is conditional on

the Company's board of directors resolving to consummate the Private Placement

and to issue the New Shares in accordance with the authorisation granted to it

by the Company's general meeting on 22 June 2017 and, (ii) the New Shares having

been fully paid and legally issued and registered.

The contemplated Private Placement implies that the shareholders' preferential

rights to subscribe for new shares will be set aside. The Company's board of

directors is of the opinion that the Private Placement will be in the best

interest of the Company and its shareholders, allowing for the Company to raise

capital more quickly and, at a lower discount, compared to a rights issue.

Furthermore, the board of directors is of the opinion that, in the current

market, a private placement has a larger possibility of success compared to a

rights issue.

Aabø-Evensen & Co AS is acting as legal advisor to the Company in connection

with the Private Placement.

For further information, please contact:

Carl Espen Wollebekk, CEO

Mobile: +47 930 55 505

E-mail: cew@hiddn.no

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.