Kurs & Likviditet
Beskrivning
Land | Norge |
---|---|
Lista | OB Match |
Sektor | Informationsteknik |
Industri | Elektronisk utrustning |
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.