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 by Hofseth BioCare ASA
("HBC" or the "Company") on 27 October 2025 regarding completion of a private
placement (the "Private Placement") of new shares in the Company.
The board of directors has conditionally resolved to conduct a subsequent
offering (the "Subsequent Offering") with gross proceeds of up to approx. NOK
30 million by issuing up to 16,666,666 new shares at NOK 1.80 per share (the
"Subscription Price"), equal to the offer price in the Private Placement. The
Subsequent Offering is subject to Company's extraordinary general meeting (the
"EGM") authorising the Company's board of directors to issue shares in the
Subsequent Offering.
Please find key information relating to the Subsequent Offering below:
- Date on which the terms and conditions of the repair issue were announced: 27
October 2025
- Last day including right: 24 October 2025
- Ex-date: 27 October 2025
- Record date: 28 October 2025
- Date of approval: On or about 20 November 2025 (date of extraordinary general
meeting expected to authorise the Company's board of directors to issue shares
in the Subsequent Offering)
- Maximum number of new shares: 16,666,666
- Subscription price: NOK 1.80 per share
Other important information concerning the Subsequent Offering:
The Subsequent Offering is proposed directed towards shareholders in the Company
as of 24 October 2025 (as registered in the VPS two trading days thereafter)
less those (i) shareholders who were offered or allocated shares in the Private
Placement, and (ii) who are resident in a jurisdiction where such offering would
be unlawful or, for jurisdictions other than Norway, would require any
prospectus, filing, registration or similar action (the "Eligible
Shareholders"). 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 to such
Secondary Subscribers at the discretion of the Company's Board of Directors.
The Subsequent Offering is subject to i) approval of the EGM to authorise the
Company's board of directors to issue shares in the Subsequent Offering, ii) the
publication of an offering prospectus pertaining to the Subsequent Offering and
iii) the prevailing market price of the Company's shares following the Private
Placement. The subscription period for the Subsequent Offering will commence as
soon as possible following the publication of such prospectus. The Company
reserves the right, in its sole discretion, to cancel the Subsequent Offering,
including as a result of the Company's shares trading at or under the Offer
Price at meaningful volumes.
Advisor
Advokatfirmaet CLP DA is acting as legal advisor to the Company.
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.