ARR: Arribatec Solutions ASA successful completion of share exchange agreement
2020-10-28 13:42:56
Reference is made to the announcement of 4 September 2020 regarding the
acquisition by Arribatec Solutions ASA (previously Hiddn Solutions ASA,
hereinafter the "Company") of shares of Arribatec ASA (the "Acquisition")
pursuant to a share exchange agreement (the "SEA"). Reference is also made to
the resolutions by the extraordinary general meeting of the Company of 5 October
2020 (the "EGM"), where the Company resolved (i) a share capital reduction
through reduction of the par value of a Company share from NOK 1 to NOK 0.28 as
well as (ii) the issue of 235,819,574 new shares (the "Consideration Shares") of
the Company to selling shareholders of Arribatec AS, each Consideration Share
issued at a price of NOK 0.94 per share and to be payable through set off as
described in the EGM minutes.
All conditions of the SEA have now been fulfilled. Consequently, the SEA has
been completed today, and the Company has acquired 2,216,704 shares of Arribatec
AS. Upon registration of the Consideration Shares, and the completion of the
share capital reduction approved in the EGM, the Company's new share capital
will be NOK 91,203,932.68 divided into 325,728,331 ordinary shares, each of par
value NOK 0.28. Minority shareholders of Arribatec AS continue to hold 580,000
A-shares and 597,821 B-shares. As set out in the Company's 4 September 2020
announcement, the intention is to complete a statutory merger of the Company and
Arribatec AS applying the same exchange ratio as in the SEA, thereby making
Arribatec AS a 100% shareholder of the Company.
Upon registration of the Consideration Shares:
• Tycoon Industrier AS, a company controlled by Øystein Stray Spetalen, a board
member of the Company, will receive 79,787,234 Consideration Shares, and will
subsequently have a total holding of 109,735,851 shares of the Company, equal to
approx. 33.7% of the total share capital.
- Tycoon Industrier AS will therefore cross the threshold of the Norwegian
Securities Trading Act ("NSTA") § 6-1. Tycoon Industrier AS will sell such
number of shares that exceed said threshold within the four week period of the
NSTA § 6-9 (unless diluted to a level below the threshold, through completion of
the subsequent share offering announced by the Company or otherwise, prior to
such divestment).
• Arriba Invest AS, a company controlled by Per Ronny Stav, CEO of Arribatec AS,
will receive 79,787,234 Consideration Shares and will subsequently have the same
number of shares of the Company, equalling approx. 24.5% of the total share
capital.
• SRK Consulting AS will receive 17,021,277 Consideration Shares and will
subsequently have the same number of shares of the Company, equal to approx.
5.2% of the total share capital the Company.
• Dallas Asset Management will receive 15,957,447 Consideration Shares and will
subsequently have a total holding of 25,809,916 shares of the Company, equal to
approx. 7.9% of the total share capital.
• Torstein Tvenge will receive 11,532,128 Consideration Shares and will
subsequently have a total holding of 16,105,120 shares of the Company, equal to
approx. 4.9% of the total share capital.
• Hanekamb Invest AS, a company controlled by Martin Nes, chairman of the board
of directors of the Company, will receive 5,106,383 Consideration Shares and
subsequently hold 7,553,463 shares of the Company after the transaction.
• LCS AS, a company controlled by Lars Christian Stugaard, acting CEO of the
Company, will receive 3,404,255 Consideration Shares and subsequently hold
5,518,001 shares of the Company after the transaction.
For further information, please contact:
Ranveig Strand - interim CFO,
email: Ranveig@ferncliff.no.
Tel.: +47 405 10 727
This information is subject of the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.