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Arribatec Group ASA — Share Issue/Capital Change 2017
Jan 27, 2017
3541_iss_2017-01-27_ebbd4bff-917a-4522-a529-aa9720d7a173.html
Share Issue/Capital Change
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Hiddn Solutions ASA - Commencement of subscription period in Rights Issue
Hiddn Solutions ASA - Commencement of subscription period in Rights Issue
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 from Hiddn Solutions
ASA (the "Company"), the latest on 23 January 2017, regarding a NOK 20-60
million rights issue (the "Rights Issue") and the stock exchange announcement
earlier today regarding the approval of a prospectus (the "Prospectus").
The Rights Issue comprises 20,761,245 new shares in the Company, each with a
nominal value of NOK 0.34, (the "Offer Shares") offered at a subscription price
of NOK 2.89 (the "Subscription Price"), thereby raising gross proceeds of up to
approximately NOK 60 million.
Existing shareholders of the Company as of 24 January 2017, as registered in the
Norwegian Central Securities Depository (the "VPS") on 26 January 2017 (the
"Record Date") (the "Existing Shareholders") will be granted free of charge
transferable subscription rights (the "Subscription Rights"). Each Existing
Shareholder will be allocated 0.54409 Subscription Rights for each share as
registered held in the Company on the Record Date. The Subscription Rights
granted to each Existing Shareholder will be rounded down to the nearest whole
Subscription Right. Subject to applicable law in the relevant jurisdiction of
each Existing Shareholder, each of the Subscription Rights provide preferential
rights to subscribe for and be allocated one (1) Offer Share at the Subscription
Price.
The subscription period for the Rights Issue will commence today on 27 January
2017 and expire at 16:30 (CET) on 10 February 2017 (the "Subscription Period").
The Subscription Rights will be listed and be tradable on Oslo Børs from today
27 January 2017 to and including 16:30 (CET) on 8 February 2017 under ticker
code "HIDDN T" (the "Trading Period"). The Subscription Rights will have
economic value if the Company's shares are traded above the Subscription Price
during the Subscription Period.
Subscription Rights that are not sold before the end of the Trading Period (i.e.
before 8 February 2017 at 16:30 (CET) or that are not used to subscribe for
Offer Shares before the end of the Subscription Period (i.e. before 10 February
2017 at 16:30 (CET)) will have no value and will lapse without any compensation
to the holder. Holders of Subscription Rights should note that subscription for
Offer Shares must be made in accordance with the procedures set out in the
Prospectus and that holding of Subscription Rights in itself do not represent a
subscription for Offer Shares.
The Rights Issue is underwritten by an underwriting consortium that has agreed
to secure subscriptions for up to NOK 20 million in the Rights Issue (the
"Underwriting"). The Underwriting is unconditional and irrevocable. The
underwriting consortium consists of existing shareholders in the Company. Each
underwriter is liable on a pro rata basis, limited to their respective
underwritten amount as set out in section 14.19 "The Underwriting" of the
Prospectus. The Company shall pay a fee to the underwriters equal to 6% of the
underwritten amount of NOK 20 million. Please see section 14.19 "The
Underwriting" of the Prospectus for further information about the Underwriting
and the underwriting consortium. The underwriters are guaranteed an allocation
of Offer Shares subscribed for in the Rights Issue in an amount of up to NOK 10
million.
In the event the Rights Issue is fully subscribed based on Subscription Rights,
the Company's extraordinary general meeting on 13 January 2017 granted the
Company's board with an authorization to issue additional 5,190,311 Offer Shares
to be directed to the underwriters, and the Company's employees, management and
board members on the same terms as in the Rights Issue, which in aggregate will
result in total gross proceeds of up to approximately NOK 75 million. Please
note that no Subscription Rights have been issued on the basis of these
additional 5,190,311 Offer Shares.
The Subscription Rights and the Offer Shares are offered only in those
jurisdiction in which, and only to those persons to whom, offers and sales of
the Offer Shares (pursuant to the exercise of Subscription Rights or otherwise)
may lawfully be made.
Subject to timely payment of the entire subscription amount in the Rights Issue,
it is expected that the Offer Shares will be issued and delivered to the
subscribers to whom they are allocated on or about 20 February 2017. The Offer
Shares allocated in the Rights Issue are expected to be tradable on Oslo Børs
from and including the same date.
For complete information about the Rights Issue and the risk factors concerning
the Company and the shares, please see the Prospectus, in particular section 2
"Risk Factors" and Section 14 "The Rights Issue". For a description of
restrictions in respect of subscription of Offer Shares and trading and/or
exercising Subscription Rights, see section 16 "Selling and transfer
restrictions" of the Prospectus.
A letter setting out information about the Rights Issue, including the number of
Subscription Rights granted, will be distributed to each Existing Shareholder.
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.
For further information, please contact:
CEO, Tore Viana-Rønningen (Telephone: +47 911 08 693)
***
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.