NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO THE U.S NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Hofseth BioCare ASA ("Hofseth BioCare" or the "Company", ticker "HBC") is contemplating to issue new shares in a private placement of shares directed towards Norwegian and international investors raising gross proceeds of NOK 40-50 million (the "Private Placement") to strengthen to Company's liquidity. The Company has engaged Swedbank First Securities and Norne Securities AS (jointly "the Managers") to advice and effect the Private Placement after the close of trading on Oslo Stock Exchange today.
The price to be paid per new share in the Private Placement is set to NOK 3.50 per share. The minimum subscription and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided however, that the Managers and the Company may in their sole discretion reserve parts of the Private Placement for up to 149 investors applying for a lesser amount in order to utilize the exception from the prospectus requirement set forth in section 7-2 of the Norwegian Securities Trading Act.
Of the net proceeds NOK 12 million will be used to repay short term debt, NOK 3 million will potentially be used to acquire remaining outstanding shares in HBC Berkåk AS (put/call agreement) and NOK 5 million will be used to repay short term shareholder loans. If the Company raises more than NOK 40 million in the Private Placement, up to additional NOK 5 million may be used to repay shareholder loans. Minimum NOK 20 million will be used for general corporate purposes.
The Company's main shareholders including Roger Hofseth AS, Hofseth AS, Seafood Farmers of Norway AS, Jan Pettersson and certain other investors including key employees and suppliers of the Company have committed to subscribe for minimum NOK 23 million in the Private Placement. In addition, the Managers have received indicative orders which combined with the committed amount exceed NOK 40 million.
Approximately NOK 5 million of the committed subscriptions will be settled by conversion of existing short term debt to ordinary shares in Hofseth BioCare at the same share price as the cash subscriptions in the Private Placement. Other proceeds to be made up by cash or settled by conversion of existing debt to ordinary shares in Hofseth BioCare at the same share price as the cash subscriptions in the Private Placement.
The application period commences today at 17:00 CET on 28 February 2013 and will close at 08:00 CET on 1 March 2013. The Company may, however, at any time and at its sole discretion resolve to close or extend the application period.
The Company will announce the final number of shares placed in the Private Placement in a stock exchange announcement expected to be published before opening of trading on the Oslo Stock Exchange tomorrow, on 1 March 2013.
The Completion of the Private Placement will be conditional upon the following conditions being satisfied:
- all necessary corporate resolutions being validly made, including without limitation approval by an extraordinary general meeting of the Company expected to be held on or about 21 March 2013 (the "EGM");
- payment being received for the shares to be issued in the Private Placement;
- registration of the share capital increase in the Company pursuant to the Private Placement in the Norwegian Register of Business Enterprises;
- the repayment date for all outstanding shareholder loans is set to 1 May 2014;
- minimum NOK 20 million in cash proceeds from the Private Placement for general corporate purposes
The Board reserves the right, in its absolute discretion, to cancel the Private Placement at any time.
The new shares to be issued through the Private Placement will not be tradable until a listing prospectus has been approved by the Financial Supervisory Authority of Norway. The listing prospectus is expected to be published shortly following the EGM.
For further information, please contact:
Swedbank First Securities, +47 23 23 80 33
Norne Securities AS, +47 24 04 66 62 / 24 04 66 66
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
Hofseth BioCare ASA ("Hofseth BioCare" or the "Company", ticker "HBC") is contemplating to issue new shares in a private placement of shares directed towards Norwegian and international investors raising gross proceeds of NOK 40-50 million (the "Private Placement") to strengthen to Company's liquidity. The Company has engaged Swedbank First Securities and Norne Securities AS (jointly "the Managers") to advice and effect the Private Placement after the close of trading on Oslo Stock Exchange today.
The price to be paid per new share in the Private Placement is set to NOK 3.50 per share. The minimum subscription and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided however, that the Managers and the Company may in their sole discretion reserve parts of the Private Placement for up to 149 investors applying for a lesser amount in order to utilize the exception from the prospectus requirement set forth in section 7-2 of the Norwegian Securities Trading Act.
Of the net proceeds NOK 12 million will be used to repay short term debt, NOK 3 million will potentially be used to acquire remaining outstanding shares in HBC Berkåk AS (put/call agreement) and NOK 5 million will be used to repay short term shareholder loans. If the Company raises more than NOK 40 million in the Private Placement, up to additional NOK 5 million may be used to repay shareholder loans. Minimum NOK 20 million will be used for general corporate purposes.
The Company's main shareholders including Roger Hofseth AS, Hofseth AS, Seafood Farmers of Norway AS, Jan Pettersson and certain other investors including key employees and suppliers of the Company have committed to subscribe for minimum NOK 23 million in the Private Placement. In addition, the Managers have received indicative orders which combined with the committed amount exceed NOK 40 million.
Approximately NOK 5 million of the committed subscriptions will be settled by conversion of existing short term debt to ordinary shares in Hofseth BioCare at the same share price as the cash subscriptions in the Private Placement. Other proceeds to be made up by cash or settled by conversion of existing debt to ordinary shares in Hofseth BioCare at the same share price as the cash subscriptions in the Private Placement.
The application period commences today at 17:00 CET on 28 February 2013 and will close at 08:00 CET on 1 March 2013. The Company may, however, at any time and at its sole discretion resolve to close or extend the application period.
The Company will announce the final number of shares placed in the Private Placement in a stock exchange announcement expected to be published before opening of trading on the Oslo Stock Exchange tomorrow, on 1 March 2013.
The Completion of the Private Placement will be conditional upon the following conditions being satisfied:
- all necessary corporate resolutions being validly made, including without limitation approval by an extraordinary general meeting of the Company expected to be held on or about 21 March 2013 (the "EGM");
- payment being received for the shares to be issued in the Private Placement;
- registration of the share capital increase in the Company pursuant to the Private Placement in the Norwegian Register of Business Enterprises;
- the repayment date for all outstanding shareholder loans is set to 1 May 2014;
- minimum NOK 20 million in cash proceeds from the Private Placement for general corporate purposes
The Board reserves the right, in its absolute discretion, to cancel the Private Placement at any time.
The new shares to be issued through the Private Placement will not be tradable until a listing prospectus has been approved by the Financial Supervisory Authority of Norway. The listing prospectus is expected to be published shortly following the EGM.
For further information, please contact:
Swedbank First Securities, +47 23 23 80 33
Norne Securities AS, +47 24 04 66 62 / 24 04 66 66
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.