NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANOTHER 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.
Reference is made to the stock exchange releases from Hofseth Biocare ASA ("HBC" or the "Company") published on 24 July and 26 July 2019 regarding a contemplated private placement (the "Private Placement").
The Company announces that it has raised approximately NOK 118 million (~USD 13.5 million) in gross proceeds through the Private Placement of 29,483,682 new shares, at a fixed price per share of NOK 4, which is equal to the last closing price on 23 July 2019. The Private Placement was oversubscribed, and the Board of Directors will announce the share allocation later today.
The net proceeds of the Private Placement will be used for:
i) sales and marketing activities for future growth domestically and internationally of HBC's wider products range,
ii) further studies demonstrating positive health effects of HBC's various products, and
iii) the completion and successful implementation of the new spray-drying facility on Midsund.
The Board is of the opinion that the Private Placement complies with the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014, in particular due to the fact that (i) in the current market, a private placement had a larger possibility of success compared to a rights issue and, therefore, gives the Company timely access to the new capital at lower risk; (ii) the cost of raising capital is assumed to be lower than in a rights issue since any discount is likely to be smaller and subscription guarantees are avoided; and (iii) the Company intends to carry out a repair issue directed towards shareholders not offered to participate in the Private Placement. On this basis, and based on an assessment of the current equity markets, the Company's Board of Directors has considered the Private Placement to be in the common interest of the Company and its shareholders. As a consequence of the Private Placement structure, the shareholders' preferential rights were deviated from.
The new shares allocated in the Private Placement will be settled partially through cash payment and partially through conversion of debt, and the new shares shall be delivered as soon as practicable after full payment has been received and the New Shares have been registered. The Board of Directors has resolved to issue 29,483,682 new shares in the Private Placement pursuant to an authorization to increase the share capital, granted by the general meeting on 26 April 2019. Following registration of the new share capital pertaining to the Private Placement, the Company will have 324,320,511 shares outstanding, each with a par value of NOK 1.
Roger Hofseth (CEO) subscribed for 3,750,000 shares in the Private Placement. Both international private investors and institutional funds participated in the Private Placement, mainly from the US and the UK.
For further information, please contact:
Roger Hofseth, CEO of Hofseth BioCare ASA
Phone: +47 951 47 941
E-mail: rh@hofseth-as.no
Jon Olav Ødegård, CFO of Hofseth BioCare ASA
Phone: +47 93632966
E-mail: joo@hofsethbiocare.no
About Hofseth BioCare ASA:
HBC is a Norwegian biotech company that offers high-value ingredients and finished products for humans and pets. The company is founded on the core values of sustainability, traceability and optimal utilization of natural resources. Through an innovative hydrolysis technology, HBC is able to preserve the quality of salmon oil, proteins and calcium, prepared of fresh salmon off-cuts. HBC's objective is to contribute to the efficient use of marine resources and deliver quality products for ingredients and finished consumer products in the nutrition market.
Hofseth BioCare's headquarters are located in Ålesund, Norway with branches in Oslo, Chicago, Mumbai and Tokyo. HBC is listed on Oslo Stock Exchange Axess list with ticker "HBC". More information about Hofseth BioCare at www.hofsethbiocare.com and www.facebook.com/hofsethbiocare
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act
