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.
Reference is made to the stock exchange announcement from Hofseth BioCare ASA
("HBC" or the "Company") published on 24 October 2025 regarding a private
placement (the "Private Placement") of between 86,096,132 and 100,638,889 new
shares ("Offer Shares") at a fixed price per share of NOK 1.80 (the "Offer
Price") corresponding to a total Private Placement size of between approx. NOK
155 million and NOK 181 million (the "Offer Size").
The Company is pleased to announce that Board of Directors has now allotted
87,811,110 Offer Shares at the Offer Price, corresponding to gross proceeds of
approximately NOK 158 million.
The net proceeds of the Private Placement will be used for growth capital,
strengthening of the balance sheet and for general corporate purposes.
The following investors pre-committed to subscribe for Offer Shares and have
been allocated Offer Shares in the Private Placement as set out below:
* Guy Urquhart has been allocated 55,444,444 Offer Shares, for a total
subscription amount of approximately NOK 100 million.
* GCI Hofseth Llc. has been allocated 2,000,000 Offer Shares, for a total
subscription amount of approx. NOK 3.6 million.
* Hofseth International AS has been allocated 28,666,666 Offer Shares, for a
total subscription amount of approximately NOK 52 million.
The Private Placement will be settled in two tranches, including (i) a tranche
of Offer Shares for gross proceeds of NOK 106.5 million to be issued by the use
of a board authorisation granted (the "Authorisation") by the Company's annual
general meeting held on 23 May 2025 ("Tranche 1") and (ii) a tranche of Offer
Shares of NOK 28,666,666 to be issued by an extraordinary general meeting of the
Company expected to be held on or about 20 November 2025 (the "EGM") ("Tranche
2"). In line with this settlement structure, the Company's Board of Directors
has today resolved to increase the share capital of the Company with NOK
591,444.44 through the issuance of 59,144,444 Offer Shares, each with a par
value of NOK 0.01.
Notices of allocation of Offer Shares are expected to be distributed to the
investors on or about 27 October 2025. The payment date for Tranche 1 is
expected on or about 28 October 2025, while the first day of trading for the
Offer Shares in Tranche 1 is expected on or about 29 October 2025, but not
before the share capital increase pertaining to Tranche 1 has been registered
with the Norwegian Register of Business Enterprises. The settlement date for
Tranche 2 is expected on or about 24 November 2025, following fulfilment of the
Tranche 2 Conditions (as defined below), including relevant corporate approvals
at the EGM. The first day of trading for the Offer Shares in Tranche 2 is
expected during Q1 2026, following fulfillment of the Tranche 2 Conditions and a
listing prospectus for the listing of the Offer Shares in Tranche 2 being
approved by the Norwegian Financial Supervisory Authority (the "Prospectus") and
published by the Company.
The completion of the Private Placement by delivery of Offer Shares in Tranche
1 to investors is subject to (i) registration of the share capital increase
concerning the issuance of T1 Offer Shares in NRBE and (i) satisfaction or
waiver of all contingencies concerning the divestment of shares in AecorBio (the
"Tranche 1 Conditions"). The completion of the Private Placement by delivery of
Offer Shares in Tranche 2 to investors is subject to (i) the Tranche 1
Conditions being satisfied, (ii) the EGM resolving to issue T2 Offer Shares and
(iii) registration of the share capital increase concerning the issuance of T2
Offer Shares in BRREG.
The Company has received undertakings from shareholders representing 68.2% of
the outstanding shares in the Company to vote in favor of the share capital
increase by issuance of Offer Shares in Tranche 2.
Upon completion of the Private Placement, the Company will have a share capital
of NOK 48,289,214.40, divided by 482,892,140 Ordinary Shares and 16,000,000
unlisted preference shares in Class B held by Hofseth International AS, each
with a par value of NOK 0.01.
As further described in the stock exchange announcement regarding the launch of
the Private Placement on 24 October 2025, the Company's Board of Directors has
considered the structure of the contemplated Private Placement in light of the
equal treatment obligations under the Norwegian Public Limited Companies Act and
the Norwegian Securities Trading Act as well as the Oslo Stock Exchange's
guidelines on the rule of equal treatment, and is of the opinion that the
proposed Private Placement is in compliance with these requirements. By
structuring the transaction as a private placement, the Company was in a
position to raise capital in an efficient manner with a customary discount to
the current trading price and with significantly lower completion risks compared
to a rights issue. In addition, the Private Placement was subject to marketing
through a publicly announced private placement process. To potentially mitigate
the dilutive effect of the Private Placement, the Board has resolved to propose
to carry out a subsequent offering directed towards certain shareholders who do
not participate in the Private Placement (see details below). On this basis and
based on an assessment of the current equity markets, the Board has considered
the Private Placement to be in the common interest of the Company and its
shareholders. As a consequence of the contemplated Private Placement structure,
the shareholders' preferential rights to subscribe for the Offer Shares will be
deviated from.
The Company's Board of Directors has resolved to carry out a subsequent offering
(the "Subsequent Offering"), however subject to; (i) relevant corporate
approvals for the Subsequent Offering, including, but not limited to, obtaining
an authorization to increase the Company's share capital from a general meeting
of the Company, (ii) the prevailing market price of the Company's being higher
than the Subscription Price, and (iii) preparation and publication of the
Prospectus. The Subsequent Offering will consist of an offer of up to
16,666,666 new shares in the Company, at the same subscription price as in the
Private Placement, thereby raising gross proceeds of up to NOK 30 million. A
Subsequent Offering will, if made, and on the basis of the Prospectus, be
directed towards existing shareholders in the Company as of 24 October 2025 as
registered in the VPS two trading days thereafter, who (i) were not offered to
apply for Offer Shares in the Private Placement, and (ii) 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 Company will issue further information and details on the Subsequent
Offering if and when resolved. Provided that the Eligible Shareholders have not
subscribed for all available shares, any remaining shares may be subscribed for
by investors in the Private Placement or other investors that the Board deems to
be of strategic importance for the Company ("Secondary Subscribers"), with
allocation at the discretion of the Company's Board of Directors.
Advisor
Advokatfirmaet CLP DA is acting as legal advisor to the Company.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and was published by Jon Olav Ødegård, CEO of the
Company, on the date and time provided herein.
For further information, please contact:
Jon Olav Ødegård, CEO at HBC
Phone: +47 936 32 966
E-mail: joo@hofsethbiocare.no (mailto:joo@hofsethbiocare.no)
***
Important information
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company.
Copies of this announcement are not being made and may not be distributed or
sent into any jurisdiction in which such distribution would be unlawful or would
require registration or other measures. The securities referred to in this
announcement have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "Securities Act"), and accordingly may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act and in
accordance with applicable U.S. state securities laws. The Company do not intend
to register any part of the Offering in the United States or to conduct a public
offering of securities in the United States. Any sale in the United States of
the securities mentioned in this announcement will be made solely to "qualified
institutional buyers" as defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The "Prospectus Regulation"
means Regulation (EU) 2017/1129, as amended (together with any applicable
implementing measures) in any Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investments activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.
The issue, subscription or purchase of shares or other financial instruments 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.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. Any forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Such assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict. Such risks, uncertainties, contingencies
and other important factors could cause actual events to differ materially from
the expectations expressed or implied in this release by such forward-looking
statements. The Company does not make any guarantee that the assumptions
underlying any forward-looking statements in this announcement are free from
errors nor does it accept any responsibility for the future accuracy of the
opinions expressed in this announcement or any obligation to update or revise
the statements in this announcement to reflect subsequent events. You should not
place undue reliance on any forward-looking statements in this announcement. The
information, opinions and forward-looking statements contained in this
announcement speak only as at its date and are subject to change without notice.
The Company does not undertake any obligation to review, update, confirm, or to
release publicly any revisions to any forward-looking statements to reflect
events that occur or circumstances that arise in relation to the content of this
announcement.
This announcement is made by and, and is the responsibility of, the Company.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. The distribution of
this announcement and other information may be restricted by law in certain
jurisdictions. Persons into whose possession this announcement or such other
information should come are required to inform themselves about and to observe
any such restrictions. This announcement is an advertisement and is not a
prospectus for the purposes of the Prospectus Regulation as implemented in any
Member State.