NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Reference is made to the stock exchange announcement by Hofseth BioCare ASA (the "Company") on 4 December 2020 regarding the approval by the Financial Supervisory Authority of Norway of the Company's prospectus dated 3 December 2020 (the "Prospectus") prepared in connection with; (i) a subsequent offering of new shares in the Company (the "Offer Shares"), each with a par value of NOK 0.01, at a subscription price of NOK 8.10 per offer share (the "Subsequent Offering"), and (ii) in connection with a transfer of listing of the Company's shares from Euronext Expand to Oslo Børs (the "Transfer of Listing").
The Subsequent Offering consists of an offering of up to 4,938,271 Offer Shares to the Company's shareholders as of 15 October 2020 (and being registered as such in the Norwegian Central Securities Depository (VPS) on 19 October 2020 (the "Record Date")) who; (i) were not provided with insider information in the pre-sounding phase of a private placement of 24,691,358 new shares in the Company announced on 15 October 2020 (the "Private Placement"), (ii) were not allocated new shares in the Private Placement, and (iii) 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 (the "Eligible Shareholders").
The subscription period in the Subsequent Offering commences today, on 7 December 2020 at 09:00 hours (CEST) and will end on 18 December 2020 at 16:30 hours (CET) (the "Subscription Period"). The subscription price in the Subsequent Offering is NOK 8.10 per Offer Share (the "Subscription Price"), which is equal to the subscription price in the Private Placement.
In the Subsequent Offering, Eligible Shareholders, will be granted non-transferable subscription rights ("Subscription Rights") that, subject to applicable law, provide preferential rights to subscribe for and be allocated Offer Shares at the Subscription Price.
The Eligible Shareholders will be granted 0.034455 Subscription Rights for each existing share registered as held by such Eligible Shareholder as of the Record date, rounded down to the nearest whole number of Subscription Rights. Each whole Subscription Right provides a preferential right to subscribe for, and be allocated, one Offer Share at the Subscription Price, subject to applicable securities laws. Oversubscription will be permitted. Subscription without Subscription Rights will not be permitted.
The Subscription Rights must be used to subscribe for Offer Shares before the expiry of the Subscription Period on 18 December 2020 at 16:30 hours (CET). Subscription Rights that are not used to subscribe for Offer Shares before 16:30 hours (CET) on 18 December 2020 will have no value and will lapse without compensation to the holder.
Notifications of allocation in the Subsequent Offering are expected to be issued on 21 December 2020. The due date for payment of allocated Offer Shares is on 22 December 2020. Delivery of the Offer Shares is expected to take place on or about 30 December 2020, through the facilities of VPS. Subject to approval of the Transfer of Listing, trading in the Offer Shares on Oslo Børs (i.e. not on Euronext Expand) is expected to commence on or about 30 December 2020.
Further information about the Subsequent Offering and the subscription procedures is included in the Prospectus. The Prospectus, including the subscription form, is available at www.paretosec.com/updates/transactions.
Pareto Securities AS acts as manager in the Subsequent Offering (the "Manager"). Advokatfirmaet CLP DA acts as Norwegian legal counsel to Hofseth Biocare ASA.
For further information, please contact:
Jon Olav Ødegård, CFO at Hofseth BioCare ASA
Phone: +47 936 32 966
E-mail: joo@hofsethbiocare.no
About Hofseth BioCare ASA:
HBC is a Norwegian biotech company that develops high-value ingredients and finished products currently targeting the consumer health market. Research is ongoing to identify the individual elements within the products that modulate inflammation and the immune response with pre-clinical studies in multiple clinics and university research labs in several countries. Lead clinical and pre-clinical candidates are in development for the protection of the Gastro-Intestinal (GI) system against inflammation, including ulcerative colitis and the orphan condition necrotising enterocolitis, as a Medical Food to help treat age-related Sarcopenia, and as a treatment for Iron Deficiency Anemia, all using peptide fractions of Salmon Protein Hydrolysate. Preclinical trial work with the oil is ongoing to ameliorate lung inflammation in eosinophilic asthma and COPD (“smokers lung”) as well as clinical work in COVID.
The company is founded on the core values of sustainability, traceability and optimal utilization of natural resources. Through an innovative hydrolysis technology, HBC can preserve the quality of lipids, proteins and collagen-calcium from fresh salmon off-cuts. Hofseth BioCare's headquarters are in Ålesund, Norway with branches in Oslo, London, Zürich, Chicago, Menlo Park and Tokyo. HBC is listed on Euronext Expand Oslo with ticker "HBC". More information about Hofseth BioCare at hofsethbiocare.com and facebook.com/hofsethbiocare
This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act