Hofseth Biocare ASA: PRIVATE PLACEMENT SUCCESSFULLY PLACED
04 July 2022 - 4:32AM
Hofseth Biocare ASA: PRIVATE PLACEMENT SUCCESSFULLY PLACED
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE
UNITED STATES OR ANOTHER JURISDICTION IN WHICH THE RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT
DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED
HEREIN.
(Ålesund, 3 July 2022) Reference is made to the stock exchange
release from Hofseth Biocare ASA ("HBC" or the "Company") published
on 1 July 2022 regarding a contemplated private placement.
The Company hereby announces that it has allocated 35,490,000
new shares in the Company (the "Offer Shares") in a private
placement (the "Private Placement") at a subscription price of NOK
4.00 per Offer Share (the "Offer Price"), thereby raising gross
proceeds of approximately NOK 141 million. The Private Placement
was oversubscribed on the time of completion.
The net proceeds of the Private Placement will be used for
general corporate purposes. The Company is also in the process of
securing more fresh salmon raw material off-cuts from nearby
external sources to enable the factory at Midsund to operate above
80% capacity utilization at all times. The increase in demand for
HBC’s human grade ingredients made from salmon by-products over the
past 12 months has increased meaningfully from both the Petcare and
nutraceutical channels. There is now a strong pipeline building for
which more consistent raw materials input is required.
Notification of allotment of the Offer Shares including
settlement instructions will be sent to the applicants through a
notification from the Company on or about 4 July 2022. The Offer
Shares will be settled towards the investors in the Private
Placement as soon as practicable after full payment has been
received and the share capital increase pertaining to the Private
Placement has been registered in the Norwegian Register of Business
Enterprises. The Offer Shares allocated in the Private Placement
will be settled partially through cash payment and partially
through conversion of debt and outstanding trade credits (a total
of NOK 71,200,760).
In order to increase the share capital pertaining to the Private
Placement, the Company's board of directors has resolved to issue
35,490,000 new shares in the Company pursuant to the authorization
granted by the Company's annual general meeting on 29 April 2022.
As disclosed in the stock exchange notice from 1 July 2022, the
share capital increase pertaining to the Private Placement has been
divided into two separate resolutions, pursuant to which Aqua-Spark
will pay for shares allocated to it within 24 July 2022.
Consequently, the share capital of the Company will be increased
with NOK 354,900. Following registration of the two resolutions to
increase the share capital, the Company will have 393,321,030
shares outstanding, each with a par value of NOK 0.01.
Completion of the Private Placement remains subject to payment
of all share deposits and registration with the Norwegian Register
of Business Enterprises of the share capital increase in the
Company pertaining to the Private Placement.
When resolving the issuance of the Offer Shares in the Private
Placement, the Company's board of directors considered the
structure of 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 it was in the
common interest of the Company and its shareholders to raise equity
through the Private Placement. By structuring the equity raise as a
private placement, the Company was able to raise equity
efficiently, with no discount to the current trading price, at a
lower cost and with a significantly lower risk compared to a rights
issue. Further, the Offer Price was fixed to a premium towards the
prevailing market price of the Company's shares. Based on the
foregoing, it is not planned to conduct a subsequent repair issue
directed towards shareholders not participating in the Private
Placement. As a consequence of the Private Placement structure, the
shareholders' preferential rights were deviated from.
Advokatfirmaet CLP DA acts as Norwegian legal counsel in
connection with the Private Placement.
For further information, please contact:
Jon Olav Ødegård, CFO at HBCPhone: +47 936 32 966E-mail:
joo@hofsethbiocare.no
James Berger, CCO at HBCPhone: +41 79 950 1034E-mail:
jb@hofsethbiocare.no
About HBC:
HBC is a Norwegian consumer and pet health ingredient supplier
and an incubator for new pharmaceutical drug leads. Research is
ongoing to identify the individual elements within its ingredients
that modulate inflammation and the immune response with
pre-clinical studies ongoing in multiple clinics and university
research labs. Lead clinical and pre-clinical candidates are
focused on developing an oral treatment for inflammatory disease
driven by eosinophils (a type of white blood cell). Clinical trial
work with the oil is ongoing to ameliorate lung inflammation in
eosinophilic asthma and COPD ("smokers lung") as well as in COVID.
Other leads are focused on the protection of the Gastro-Intestinal
(GI) system against inflammation (including ulcerative colitis and
the orphan condition necrotising enterocolitis) and using peptide
fractions of salmon protein hydrolysate (SPH also known as 'ProGo')
as a Medical Food to help treat age-related Sarcopenia, and as a
treatment for Iron Deficiency Anemia.
The company is founded on the core values of sustainability,
optimal utilization of natural resources and full traceability.
Through an innovative hydrolysis technology, HBC can preserve the
quality of the lipids, proteins and calcium from fresh salmon
off-cuts. HBC's headquarters are in Ålesund, Norway with branches
in Oslo, London, Zürich, Ningbo, New Jersey and Palo Alto.
HBC is listed on Oslo Børs with ticker "HBC". More information
about HBC at hofsethbiocare.com and
facebook.com/hofsethbiocare.
This information was considered to be inside information
pursuant to the EU Market Abuse Regulation. This stock exchange
announcement was published by Jon Olav Ødegård, Chief Financial
Officer, on the time and date provided.
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