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OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN
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Hofseth BioCare ASA ("HBC"
or the "Company", ticker "HBC") has completed an Extraordinary
General Meeting (EGM) today. At the EGM the Company's shareholders
passed resolutions approving the following transactions (the
Transactions):
(i) The Company
acquiring all outstanding bonds under the bond agreement dated 26
May 2015 between the Company and the bondholders (the Bond
Agreement) for NOK 75,331,953 (the Purchase Price);
(ii) The Company
issuing 50,221,302 new shares each with a nominal value of NOK 1 at
a subscription price of NOK 1.50 (the Subscription Price) to the
bondholders (the Bond Shares);
(iii) The Company
issuing 39,599,999 new shares (the Private Placement Shares) each
with a nominal value of NOK 1 at the Subscription Price towards
Alliance Seafood Inc., Roger Hofseth AS and Hofseth International
AS (the Private Placement Shares);
(iv) The Company
issuing 20,441,298 new shares with a nominal value of NOK 1 at the
Subscription Price to creditors of the Company as settlement of
overdue trade payables and debt (the Conversion Shares); and
(v) The Company issuing
new shares each with a nominal value of NOK 1 at the Subscription
Price in a subsequent offering of up to NOK 20m directed towards
shareholders in the Company who were not allocated shares in the
Transactions, to ensure equal treatment of the shareholders
pursuant to the Company's continued obligations as a listed company
and the Boards wish to allow existing shareholders to reduce their
dilution (the Subsequent Offering).
Please see the attached minutes from the meeting in Norwegian and
English translation.
The payment date for the
Bond Shares, Private Placement Shares and Conversion Shares
(together the Private Placements) is expected to be on or about 23
September 2016.
The completion of the
Private Placements remains subject to the registration of the share
capital increase in the Norwegian Register of Business Enterprises,
expected to take place on or about 27 September 2016. The first day
of trading of the Private Placement Shares is expected to be on or
about 3 October 2016.
Upon registration of the
share capital increase in respect of the Private Placements (but
prior to completion of the Subsequent Offering), the Company will
have an issued share capital of NOK 232,472,265 divided into
232,472,265 shares each with a par value of NOK 1.
The listing of the shares in
the Private Placements, as well as the offer and listing of the
shares in the Subsequent Offering is subject to a prospectus being
approved by the Norwegian Financial Supervisory Authority and
published by the Company. The prospectus, expected to be published
on or about 3 October 2016, will contain further details about the
Private Placement and the Subsequent Offering.
For key information relating
to the Subsequent Offering please see the separate stock exchange
announcement published by the Company on 19 September2016.
For further information,
please contact:
Tor Erik Andersen, CEO Hofseth BioCare ASA
Tel: +47 911 79 854
E-mail: tea@hofsethbiocare.no
Jon Olav Ødegård, CFO
Hofseth BioCare ASA
Tel: +47 936 32 966
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 of the
Norwegian Securities Trading Act.