Arribatec Group ASA — Share Issue/Capital Change 2017

Feb 13, 2017

Hiddn Solutions ASA Rights Issue - Final result and primary insider transactions

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.

***

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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