NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL 

Oslo, 20 January 2020. Hiddn Solutions ASA (“Hiddn” or the “Company”) has
obtained commitments for a fully subscribed private placement of 41,666,666 new
shares (the “Offer Shares”) in the Company, through a private placement with
gross proceeds of approximately NOK 50 million (the “Private Placement”). The
Private Placement was directed at existing shareholders, including Tycoon
Industrier AS which was conditionally allocated 20,000,000 Offer Shares, and new
investors. The subscription price per Offer Share is NOK 1.20 per share (the
“Subscription Price”). The Private Placement is subject to, inter alia, an
approval by the extraordinary general meeting, expected to be held on or about
12 February 2020. 

The Board of Directors will also propose a subsequent offering of 25,000,000 new
shares, raising an additional approximately NOK 30 million, in which
shareholders of the Company as of close of trading on 17 January 2020, as
recorded in the VPS on 21 January 2020, who were not allocated shares in the
Private Placement, and who are not resident in a jurisdiction where such
offering would be unlawful, or would (in jurisdictions other than Norway)
require any prospectus filling, registration or similar action (“Eligible
Shareholders”), will receive subscription rights. The subscription rights will
be listed on the Oslo Stock Exchange and be tradable for parts of the
subscription period. Over-subscription in the Repair Offering will be permitted.
Subscription without subscription rights will not be permitted. The subscription
of all new shares in the Repair Offering is guaranteed by the investors that
participated in the Private Placement on a pro-rata basis based on its
allocation of Offer Shares in the Private Placement. The Repair Offering will,
inter alia, be conditional upon (i) completion of the Private Placement, (ii) a
resolution of the extraordinary general meeting, expected to be held on or about
12 February 2020, and (iii) approval and publication of a prospectus regarding,
inter alia, the Repair Offering. The subscription price in the Repair Offering
is equal to the Private Placement, NOK 1.20 per share. The subscription period
for the Repair Offering will commence as soon as a prospectus has been approved
by the Norwegian Financial Supervisory Authority which is expected in February /
March 2020.  

The Board of Directors has considered 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 the proposed Private
Placement is in compliance with these requirements. The equity issuance will be
carried out as a private placement in order to complete a transaction in an
efficient manner and utilise the current investor interest for the Company. The
Company intends to carry out a repair offering directed towards shareholders not
allocated shares in the Private Placement and the size of such repair offering
is significant compared to the Private Placement. On this basis, and based on an
assessment of the current equity markets and deal execution risk, the Board of
Directors has considered the Private Placement to be in the common interest of
the Company and its shareholders. As a consequence of the overall transaction
structure, the shareholders' preferential rights will be deviated from.

The net proceeds from the Private Placement and Repair Offering will be used for
working capital purposes and financing of strategic opportunities, including
potential acquisitions.  

The Offer Shares and the shares issued in the Repair Offering are expected to be
delivered and tradeable following the expiry of the subscription period and
payment for the shares in the Repair Offering which is expected in March 2020. 

Intelco Concept AS, which is represented on the Company’s board by Øystein
Tvenge, has been allocated 5,147,230 shares and will following the Private
Placement own 6,941,716 shares in the Company, representing 7.7% of the shares
in the Company after the Private Placement and the Repair Offering. In
aggregate, Øystein Tvenge and Intelco Concept AS will following the Private
Placement own 7,719,916 shares in the Company, representing 8.6% of the shares
in the Company after the Private Placement and the Repair Offering. 

Dallas Asset Management AS, a company controlled by the Jan Christian Opsahl, a
member of the Board of Directors of the Company, has been allocated 2,560,358
shares and will following the Private Placement own 2,953,573 shares in the
Company, representing 3.3% of the shares in the Company after the Private
Placement and the Repair Offering. 

AGP Advokater AS acts as legal advisor to the Company in connection with the
Private Placement and the Repair Offering. 

 
For further information, please contact:  

Jørgen Waaler, 
CEO, 
telephone: + 47 9059 0010, 
e-mail: jorgen@waaler.no 

 

This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.