Hofseth Biocare ASA: Contemplated private placement


Hofseth Biocare ASA: Contemplated private placement

(Ålesund, 24 July 2019) Hofseth Biocare ASA ("HBC" or the "Company") hereby announce that the Company will carry out a private placement of new shares, after the close of trading on Oslo Axess today (the "Private Placement"). The Private Placement is directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions.

Through the Private Placement, the Company is offering new shares for gross proceeds of approximately NOK 118 million (~USD 13.8 million), representing approximately 10% of the outstanding capital of the Company on a fully diluted basis. The offer price in the Private Placement is a fixed price of NOK 4 per share. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate amounts below EUR 100,000 to the extent exemptions from the prospectus requirement in accordance with applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.

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 application period for the Private Placement opens today at 16:30 CEST and closes on 26 July 2019 at 16:00 CEST. The Company may, however, at any time resolve to close or extend the application period at its sole discretion and on short notice.

The new shares to be issued in connection with the Private Placement will be issued based on a Board authorization granted by the Company's general meeting held on 26 April 2019. The new shares allocated in the Private Placement will be settled partially through cash payment and partially through conversion of debt.

The Company have prior to launch received strong indications of demand and expects a full covering of the offering size at the offer price in the Private Placement.

Further, Roger Hofseth (CEO) has pre-committed to subscribe for shares for a total value of NOK 15 million to be settled through conversion of debt.

The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014, and is of the opinion that the contemplated transaction is in compliance with these requirements. The share issuance will be carried out as a private placement in order to complete a transaction in an efficient manner without the significant discount typically seen in rights issues. Further, 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 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 will be deviated from.

For further information, please contact:

Roger Hofseth, CEO of Hofseth BioCare ASA
Phone: +47 951 47 941
E-mail: rh@hofseth-as.no (mailto:rh@hofseth-as.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.

Important information: The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.

The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. The Company does not assume any responsibility in the event there is a violation by any person of such restrictions.

The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Forward-looking statements:
This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.

This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act