Hofseth Biocare ASA: Completes extraordinary general meeting and approves private placements of NOK 165m

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES
 
Hofseth BioCare ASA ("HBC" or the "Company", ticker "HBC") has completed an Extraordinary General Meeting (EGM) today. At the EGM the Company's shareholders passed resolutions approving the following transactions (the Transactions):
 
(i) The Company acquiring all outstanding bonds under the bond agreement dated 26 May 2015 between the Company and the bondholders (the Bond Agreement) for NOK 75,331,953 (the Purchase Price);
 
(ii) The Company issuing 50,221,302 new shares each with a nominal value of NOK 1 at a subscription price of NOK 1.50 (the Subscription Price) to the bondholders (the Bond Shares);
 
(iii) The Company issuing 39,599,999 new shares (the Private Placement Shares) each with a nominal value of NOK 1 at the Subscription Price towards Alliance Seafood Inc., Roger Hofseth AS and Hofseth International AS (the Private Placement Shares);
 
(iv) The Company issuing 20,441,298 new shares with a nominal value of NOK 1 at the Subscription Price to creditors of the Company as settlement of overdue trade payables and debt (the Conversion Shares); and
 
(v) The Company issuing new shares each with a nominal value of NOK 1 at the Subscription Price in a subsequent offering of up to NOK 20m directed towards shareholders in the Company who were not allocated shares in the Transactions, to ensure equal treatment of the shareholders pursuant to the Company's continued obligations as a listed company and the Boards wish to allow existing shareholders to reduce their dilution (the Subsequent Offering).
Please see the attached minutes from the meeting in Norwegian and English translation.
 
The payment date for the Bond Shares, Private Placement Shares and Conversion Shares (together the Private Placements) is expected to be on or about 23 September 2016.
 
The completion of the Private Placements remains subject to the registration of the share capital increase in the Norwegian Register of Business Enterprises, expected to take place on or about 27 September 2016. The first day of trading of the Private Placement Shares is expected to be on or about 3 October 2016.
 
Upon registration of the share capital increase in respect of the Private Placements (but prior to completion of the Subsequent Offering), the Company will have an issued share capital of NOK 232,472,265 divided into 232,472,265 shares each with a par value of NOK 1.
 
The listing of the shares in the Private Placements, as well as the offer and listing of the shares in the Subsequent Offering is subject to a prospectus being approved by the Norwegian Financial Supervisory Authority and published by the Company. The prospectus, expected to be published on or about 3 October 2016, will contain further details about the Private Placement and the Subsequent Offering. 
 
For key information relating to the Subsequent Offering please see the separate stock exchange announcement published by the Company on 19 September2016.
 
For further information, please contact:
Tor Erik Andersen, CEO Hofseth BioCare ASA
Tel: +47 911 79 854
E-mail: tea@hofsethbiocare.no
 
Jon Olav Ødegård, CFO Hofseth BioCare ASA
Tel: +47 936 32 966
E-mail: joo@hofsethbiocare.no
 
About Hofseth BioCare ASA:
HBC is a Norwegian biotech company that offers high-value ingredients and finished products for humans and pets. The company is founded on the core values of sustainability, traceability and optimal utilization of natural resources. Through an innovative hydrolysis technology, HBC is able to preserve the quality of salmon oil, proteins and calcium, prepared of fresh salmon off-cuts. HBC's objective is to contribute to the efficient use of marine resources and deliver quality products for ingredients and finished consumer products in the nutrition market.
 
Hofseth BioCare's headquarters are located in Ålesund, Norway with branches in Oslo, Chicago, Mumbai and Tokyo. HBC is listed on Oslo Stock Exchange Axess list with ticker "HBC". More information about Hofseth BioCare at www.hofsethbiocare.com and www.facebook.com/hofsethbiocare
 
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
HBC Extraordinary General Meeting 200916