Vistin Pharma — Share Issue/Capital Change 2018

Mar 22, 2018

Vistin Pharma ASA : SUCCESSFULLY COMPLETED PRIVATE PLACEMENT

Vistin Pharma ASA : SUCCESSFULLY COMPLETED PRIVATE PLACEMENT

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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.

VISTIN PHARMA ASA - SUCCESSFULLY COMPLETED PRIVATE PLACEMENT

Oslo, Norway, 22 March 2018

Reference is made to the stock exchange announcement release by Vistin Pharma

ASA ("Vistin Pharma" or the "Company") earlier today regarding the contemplated

private placement of new shares in the Company.

The Board of Directors of Vistin Pharma is pleased to announce that the private

placement has been successfully completed, raising NOK 300 million in gross

proceeds through the allocation of 26,785,715 new shares (the "Offer Shares") at

a price of NOK 11.20 per share (the "Private Placement"). The Private Placement

took place through an accelerated bookbuilding process after close of market on

22 March 2018. The Private Placement attracted strong interest from both

existing shareholders as well as new high quality investors. DNB Markets, a part

of DNB Bank ASA acted as manager for the Private Placement.

On 16 March 2018, the Company announced that it had hired Torbjørn Kjus and

Kenneth Tveter to establish a new business area within energy trading. The net

proceeds from the Private Placement will be used to fund the establishment of

the energy trading business and trading activities within this area.

Completion of the Private Placement is subject to (i) the adoption of the

relevant corporate resolutions of the Company required to implement the issue

the Offer Shares, including the annual general meeting's resolution to issue the

Offer Shares, approve the subsequent repair offering and the proposed amendment

of the articles of association to include the new energy trading business, (ii)

the registration of the share capital increase pertaining to the issuance of the

Offer Shares in the Norwegian Register of Business Enterprises and (iii) the

Norwegian Financial Supervisory Authority ("NFSA") approving a combined

prospectus for the listing of the Offer Shares and the subsequent repair

offering (the "Prospectus").

Notification of conditional allotment will be sent to the applicants by the

Manager today. Payment date for the Private Placement is expected to be on or

about 11 May 2018 and the Offer Shares are expected to be delivered to the

applicant's VPS account on or about 15 May 2018 and tradeable on the Oslo Stock

Exchange from that date, subject to approval of the Prospectus by the NFSA.

Following registration of the share capital increase pertaining to the Private

Placement, the Company will have a share capital of NOK 43,840,650, divided into

43,840,650 shares, each with a nominal value of NOK 1.00.

Completion of the Private Placement implies a deviation from the existing

shareholders pre-emptive rights to subscribe for and be allocated new shares.

The Board of Directors has carefully considered such deviation and has resolved

that the Private Placement is in the best interests of the Company and its

shareholders. In reaching this conclusion the Board of Directors has inter alia

considered the limited discount to previous trading prices, the dilutive effect

of the share issue, the investor interest in the transaction, the strengthening

of the shareholder base that will be achieved by the Private Placement, the

liquidity in the shares, transaction costs, transaction efficiency and

completion risks.

The Board of Directors intends for the Company to carry out a subsequent repair

offering of up to 4,464,286 new shares in which shareholders in the Company as

of 22 March 2018, as registered in the VPS on 26 March 2018, who were not

allocated Offer Shares in the Private Placement and who are not resident in a

jurisdiction where such offering would be unlawful, or would (in jurisdictions

other than Norway) require any prospectus filing, registration or similar

action, will receive subscription rights. The subscription rights will not be

listed and over-subscription and subscription without subscription rights will

be allowed in the subsequent repair offering. The subscription price in the

repair offering will be the same as in the Private Placement, i.e. NOK 11.20 per

share.

Companies associated with Øystein Stray Spetalen have been allocated 4,732,142

Offer Shares at the subscription price of NOK 11.20 per share. After completion

of the Private Placement, Øystein Stray Spetalen and close associates will own

7,727,948 shares. Øystein Stray Spetalen has entered into a lock-up agreement

with the Manager for his and his associated companies' shareholdings (including

new shares allocated in the Private Placement) in the Company for a period of

12 months following completion of the Private Placement. Ferncliff Management,

controlled by Øystein Stray Spetalen will receive NOK 2.25 million as a

coordination fee in connection with the Private Placement.

The Company has undertaken a lock-up to not issue additional shares in 2018

following the Private Placement and the subsequent repair issue.

In connection with the Private Placement, Torbjørn Kjus and Kenneth Tveter will

be awarded 1,147,254 new share options. After the Private Placement, Torbjørn

Kjus and Kenneth Tveter will have 2,170,549 and 1,829,451 options at a strike

price of NOK 11.20, respectively. The options program is subject to approval on

the annual general meeting expected to be held on or about 9 May 2018.

Since the Private Placement was successfully completed, the Board of Directors

will not propose a dividend to be paid as announced in the Q4 2017 interim

report published on 27 February 2018.

For further information, please contact:

Ole Enger

Chairman

+47 91 13 82 23

Gunnar Manum

CFO

+47 95 17 91 90

About Vistin Pharma

Vistin Pharma is a Norwegian pharmaceutical company producing Active

Pharmaceutical Ingredients (APIs) for the global pharmaceutical industry. The

Group was established in 2015 when Vistin Pharma AS, a wholly owned subsidiary

of Vistin Pharma ASA, acquired the metformin and opioids business and tablet

production assets from Weifa AS. On 2 October 2017, Vistin Pharma sold its

opioids and manufacturing business to TPI Enterprises Limited. Following the

sale, Vistin Pharma is a pure play metformin producer, with a strong position in

the global metformin market and with significant growth ambitions. Metformin is

used as the first line treatment of diabetes 2, a disease which is expected to

grow by 50 per cent towards 2030, and affect more than 500 million people. The

global market for metformin is expected to grow by four to five per cent per

annum, and Vistin Pharma is attractively positioned to capture part of this

growth.

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.