Hofseth Biocare ASA: PRIVATE PLACEMENT COMPLETED - MANDATORY NOTIFICATION OF TRADE, DISCLOSURE OF LARGE SHAREHOLDINGS
Reference is made to the stock exchange notice on 19 June 2018 regarding, inter alia, the launch of a private placement with gross proceeds of up to NOK 140 million (the "Private Placement").
The application period in the Private Placement ended on 22 June 2018 at 16.30 hours. As of the expiry of the application period, Hofseth BioCare ASA (the "Company") and Sparebank 1 Markets (the "Manager") had received applications for gross proceeds of NOK 123,157,737 million (of which NOK 65,789,752 shall be settled through conversion of debt). Consequently, the Company will issue 54,736,772 new shares in the Private Placement, each with a par value of NOK 1, at a subscription price of NOK 2.25 per new share.
Of the net cash proceeds from the Private Placement of NOK 57,367,984 million (excluding the conversion of debt), NOK 10 million will be used in connection with an investment in a new calcium production-line at Midsund, NOK 30 million will be used in order to invest in a new spray-dryer at Midsund, and the remaining proceeds will be used for general purposes and working capital.
Subscribers in the Private Placement will be notified of their allocation on 25 June 2018.
The settlement date for the allocated new shares for investors who have not entered into pre-commitment agreements, will be on or about 27 June 2018. Delivery of shares to these investors will take place on or about the same date, pursuant to a share lending agreement entered into between Hofseth International AS and the Manager.
The settlement date for the allocated New Shares, for investors who have entered into pre-commitment agreements, will be on or about 18 July 2018. Delivery of new shares to these investors will be on or about 5 trading days after the Settlement Date, providing all conditions for the Private Placement have been met and the share capital increase pertaining to the Private Placement have been registered in the Norwegian Register of Business Enterprises.
The completion of the Private Placement is, inter alia, subject to the Company's extraordinary general meeting ("EGM") resolving the share capital increase pertaining to the Private Placement. The Company intends to send notice of such EGM on 25 June 2018. Shareholders representing 75.6 % of the outstanding shares have, through pre-commitment agreements, committed to vote in favor of the capital increase at the Company's EGM.
The shares to be issued in the Private Placement will initially be issued on a separate ISIN from the date the capital increase has been registered in the Norwegian Register of Business Enterprises
and until a listing prospectus (the "Prospectus") pertaining to the Private Placement has been approved by the Norwegian Financial Supervisory Authority and duly published in accordance with applicable law. The Offer Shares are expected to be converted to the Company's ordinary ISIN number and be tradable on Oslo Axess by ultimo August 2018.
Sparebank 1 Markets have acted as Sole Manager and Bookrunner in the Private Placement.
Allocation to primary insiders and disclosure of large shareholdings:
The following primary insiders have been allocated shares in the Private Placement:
- Bonafide is represented on the Board of Directors of the Company by Christopher Baldegger. Funds managed by Bonafide have been allocated a total of 11,111,111 new shares at the subscription price of NOK 2.25 per share in the Private Placement. Funds managed by Bonafide currently owns 58,191,621 shares in the Company and will, following delivery of the new shares to be issued in the Private Placement, own a total of 69,302,732 shares, which will represent approximately 24.0 % of the outstanding shares after completion of the Private Placement;
- Chairman Ola Holen (privately and through Paso AS) has been allocated a total of 222,222 new shares at the subscription price of NOK 2.25 per share in the Private Placement. Ola Holen currently owns 1,243,031 shares in the Company and will, following delivery of the new shares to be issued in the Private Placement, own a total of 1,465,253 shares, which will represent approximately 0.5 % of the outstanding shares after completion of the Private Placement;
- CEO Roger Hofseth (through Roger Hofseth AS) has been allocated a total of 10,222,221 new shares at the subscription price of NOK 2.25 per share in the Private Placement. Roger Hofseth currently owns 37,400,000 shares in the Company and will, following delivery of the new shares to be issued in the Private Placement, own a total of 47,622,221 shares, which will represent approximately 16.5 % of the outstanding shares after completion of the Private Placement;
- Hofseth AS has surpassed a threshold for disclosure of large shareholdings after being allocated a total of 10,966,233 new shares at the subscription price of NOK 2.25 per share in the Private Placement. Hofseth AS currently owns 21,279,492 shares in the Company and will, following delivery of the new shares to be issued in the Private Placement, own a total of 32,245,725 shares, which will represent approximately 11.2 % of the outstanding shares after completion of the Private Placement; and
- Hofseth International AS (Group), including Hofseth Aalesund AS, Hofseth AS, Hofseth Logistics AS and Seafood Farmers of Norway AS has surpassed a threshold for disclosure of large shareholdings after being allocated a total of 23,462,113 new shares at the subscription price of NOK 2.25 per share in the Private Placement. Hofseth International Group currently owns 46,261,981 shares in the Company and will, following delivery of the new shares to be issued in the Private Placement, own a total of 69,724,094 shares, which will represent approximately 24.2 % of the outstanding shares after completion of the Private Placement.
For further information, please contact:
Roger Hofseth, CEO of Hofseth BioCare ASA
Mob: +47 95147941
E-mail: rh@hofseth-as.no
Jon Olav Ødegård, CFO of Hofseth BioCare ASA
Mob: +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.
HBC's headquarters are located in Ålesund, Norway with branches in Oslo, Chicago, Mumbai, Palo Alto and Tokyo. HBC is listed on Oslo Stock Exchange Axess list with ticker "HBC". See more information about the Company at www.hofsethbiocare.com and ww.facebook.com/hofsethbiocare
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