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Arribatec Group ASA — Share Issue/Capital Change 2018
Dec 21, 2018
3541_iss_2018-12-21_bdc81278-4ed4-4211-9efc-a52aa8b7c0dd.html
Share Issue/Capital Change
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HIDDN: Securing private placement of NOK 20 million
HIDDN: Securing private placement of NOK 20 million
HIDDN: Securing private placement of NOK 20 million
Oslo, 21 December 2018. Hiddn Solutions ASA ("Hiddn" or the "Company", OSE:
HIDDN) has today secured commitment from certain existing shareholders and new
investors (the "Undertakers") for a private placement of NOK 20 million.
The Board of Directors of the Company (the "Board") is of the opinion that this
private placement together with other sources of financing, will cover the
financing needs for the next twelve months.
The Undertakers have unconditionally and irrevocably undertaken to, on the terms
and subject to the conditions set forth in an undertaking agreement, to
subscribe for a number of new shares in a private placement corresponding to an
amount of NOK 20 million.
The subscription price in the private placement will be determined at the date
of the Board's resolution to consummate the private placement and issue the new
shares, and will be equal to the volume-weighted average price for the Company's
shares on the Oslo Stock Exchange during the five days prior to the date of the
Board's resolution, less 20% of this price (the "Subscription Price"), however,
limited to NOK 1.14 (the "Maximum Subscription Price").
The Maximum Subscription Price represents the volume-weighted average price for
the Company's shares on the Oslo Stock Exchange during the five days prior to
and including 19 December, less 20%. The Subscription Price will not in any
event be lower than the nominal value of each of the Company's shares of NOK
0.34.
For the avoidance of doubt, the private placement and the Undertakers'
undertaking are not conditioned upon completion of the potential acquisition of
Tactilis Pte Limited by the Company under the non-binding LOI as announced by
the Company on 12 December 2018 (the "Transaction").
In the event the Board resolves to carry out a private placement as set out
above, the Board will also consider to carry out a subsequent offering of up to
NOK 5 million in new shares in the Company directed towards shareholders in the
Company who were not invited to participate, or applied for, but were not
allocated shares in the private placement.
Should the private placement be carried out at the Maximum Subscription Price,
this will result in issuance of a total of 17,543,859 new shares in the Company,
representing approximately 19% of the current issued share capital of the
Company.
The following primary insiders of the Company has participated in the
undertaking and will, subject to the Board resolving to carry out the private
placement, subscribe for and be allocated new shares in the Company:
Øystein Tvenge, chairman, has undertaken to subscribe for NOK 3,100,000 in the
private placement, representing 2,719,298 shares in the Company assuming a
subscription price equal to the Maximum Subscription Price. Øystein Tvenge
currently holds 14,838,240 shares in the Company through his private account and
through the Lombard International Assurance Policy accounts of Tvenge and
Intelco AS and will, assuming the above, hold 17,557,538 shares in the Company
following the private placement, representing 16.07% of the issued share capital
of the Company following the private placement.
Jan Chr. Opsahl, board member, has undertaken to subscribe for NOK 1,400,000 in
the private placement, representing 1,228,070 shares in the Company assuming a
subscription price equal to the Maximum Subscription Price. Jan Chr. Opsahl
currently holds 6,197,626 shares in the Company through Dallas Asset Management
AS and will, assuming the above, hold 7,425,696 shares in the Company following
the private placement, representing 6.79% of the issued share capital of the
Company following the private placement.
Siw Ødegaard, board member, has undertaken to subscribe for NOK 250,000 in the
private placement, representing 219,298 shares in the Company assuming a
subscription price equal to the Maximum Subscription Price. Siw Ødegaard
currently holds zero shares in the Company and will assuming the above, hold
219,298 shares through Kvinnesiden AS in the Company following the private
placement, representing 0.2% of the issued share capital of the Company
following the private placement.
Carl Espen Wollebekk, CEO, has undertaken to subscribe for NOK 200,000 in the
private placement, representing 175,439 shares in the Company assuming a
subscription price equal to the Maximum Subscription Price. Carl Espen Wollebekk
currently holds 4,067,086 shares in the Company through the company
Wollebekkgruppen AS and will, assuming the above, own 4,242,525 shares in the
Company following the private placement, representing 3,88% of the issued share
capital of the Company following the private placement.
For further information, please contact:
Carl Espen Wollebekk (CEO of Hiddn), telephone: + 47 930 55 505 /e-mail:
About Hiddn Solutions ASA
Hiddn Solutions ASA is listed on the Oslo Stock Exchange under the ticker HIDDN.
The company is offering impenetrable proprietary hardware-based authentication
and encryption products with a superior level of security as well as a wider
product suite addressing all market segments looking for solutions to ensure
that sensitive information stays confidential and unavailable to unauthorised
access. Based on Hiddn's unrivalled and proven position in the high-end
encryption market, Hiddn is implementing a strategy of adapting the proprietary
technology to the high-volume markets to take advantage of the growing global
security challenges and the arising regulatory requirements. Hiddn has
established a product offering that addresses all market segments from the high
-end security clients to the retail market, and established partnerships with
some of the most important sales and distribution partners in Europe. Hiddn sees
significant growth opportunities and rising demand from customers and is well on
its way to solidify its leading position in the growing market for secure data
storage.
For more information, please visit: www.hiddn.no
This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.