Hiddn
Hiddn
Subscription Period: From 26 March 2018 at 9:00 CET to 6 April 2018 at 16:30 CET
Listing of up to 23,995,243 new shares on Oslo Børs, out which 1,615,418 shares (the "Private Placement
Shares") have been issued in connection with a private placement of total gross proceeds of NOK 15 million
by issuance of 7,500,000 new shares (the "Private Placement") and up to 22,379,825 new shares that will be
offered and issued in connection with a rights issue (the "Offer Shares") with total gross proceeds of up to
approximately NOK 39 million, all with a nominal value of NOK 0.34.
Hiddn Solutions ASA (the "Company" or "Hiddn", together with its subsidiaries the "Group") is offering up to 22,379,825
Offer Shares in the Company, each with a nominal value of NOK 0.34, at a subscription price of NOK 1.75 per Offer Share
(the "Rights Issue"). Holders of the Company's shares (the "Shares") as of 21 March 2018, as registered in the
Norwegian Securities Depository (the "VPS") as of 23 March 2018 (the "Record Date") ("Existing Shareholders"), who
are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway)
require any prospectus filing, registration or similar action ("Eligible Shareholders") are being granted non-transferrable
and non-tradable subscription rights (the "Subscription Rights") that, subject to applicable law, provide preferential
rights to subscribe for and be allocated Offer Shares at the Subscription Price.
Each Existing Shareholder will be granted 0.299999995 Subscription Rights for every one (1) Share in the Company
registered as held in the VPS on the Record Date. Each Subscription Right will give the right to subscribe for and be
allocated one Offer Share. The subscription period commences on 26 March 2018 at 09:00 CET and ends on 6 April 2018
at 16:30 CET.
The Subscription Rights will not be tradable or listed on Oslo Børs. Subscription Rights that are not used to
subscribe for Offer Shares before the end of the Subscription Period on 6 April 2018 at 16:30 CET will lapse
without compensation and consequently be of no value to the holder.
Up to NOK 30 million of the Rights Issue (the "Underwritten Amount") is fully underwritten by certain of the Company's
shareholders at the Subscription Price, provided that subscriptions in the Subscription Period do not result in gross
proceeds of at least NOK 30 million, subject to the terms and conditions of the underwriting agreement between the
Company and the Underwriters (the "Underwriting Agreement").
The Company is not taking any action to permit a public offering of the Offer Shares in any jurisdiction outside Norway.
The Offer Shares are being offered only in those jurisdictions in which, and only to those persons to whom, offers of the
Offer Shares (pursuant to exercise of Subscription Rights or otherwise) may be lawfully made. For more information
regarding restrictions in relation to the Rights Issue pursuant to this Prospectus, please see Section 14 "Selling and
Transfer Restrictions".
Investing in the Company's Shares, including the Offer Shares and the Subscription Rights, involves certain
risks. See Section 2 "Risk factors".
Manager:
This Prospectus has been prepared in connection with the listing of the Private Placement Shares and the offer and listing
of the Offer Shares on Oslo Børs, to comply with the Norwegian Securities Trading Act of 29 June 2007 no. 75 (the
"Norwegian Securities Trading Act") and related secondary legislation, including the Commission Regulation (EC)
no. 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003
regarding information contained in prospectuses, as amended (the "EU Prospectus Directive"). This Prospectus is
prepared pursuant to proportionate schedules for small- and medium sized enterprises in accordance with Article 26b of
the Commission Regulation (EC) no. 809/2004. This Prospectus has been prepared solely in the English language.
_________
The Financial Supervisory Authority of Norway (Nw. Finanstilsynet) (the "Norwegian FSA") has reviewed and approved
this Prospectus in accordance with Sections 7-7 and 7-8 of the Norwegian Securities Trading Act. The Prospectus was
approved on 23 March 2018. The Norwegian FSA has not controlled or approved the accuracy or completeness of the
information included in this Prospectus. The approval by the Norwegian FSA only relates to the information included in
accordance with pre-defined disclosure requirements. The Norwegian FSA has not made any form of control or approval
relating to corporate matters described in or referred to in this Prospectus.
_________
The information contained herein is current as of the date hereof and subject to change, completion and amendment
without notice. In accordance with Section 7-15 of the Norwegian Securities Trading Act, significant new factors, material
mistakes or inaccuracies relating to the information included in this Prospectus, which are capable of affecting the
assessment of the Shares between the time when this Prospectus is approved and the date of listing of the Private
Placement Shares and Offer Shares on Oslo Børs, will be included in a supplement to this Prospectus. Neither the
publication nor distribution of this Prospectus shall under any circumstances create any implication that there has been
no change in the Company’s affairs or that the information herein is correct as of any date subsequent to the date of
this Prospectus.
_________
Unless otherwise indicated, the source of information included in this Prospectus is the Company. The contents of this
Prospectus shall not be construed as legal, business or tax advice. Each reader of this Prospectus should consult its own
legal, business or tax advisor as to legal, business or tax advice. If the reader is in any doubt about the contents of this
Prospectus, a stockbroker, bank manager, lawyer, accountant or other professional advisor should be consulted. The
Company has furnished the information in this Prospectus.
_________
The distribution of this Prospectus in certain jurisdictions may be restricted by law. This Prospectus does not constitute
an offer of, or an invitation to purchase, the securities described herein and no securities are being offered or sold
pursuant to this Prospectus in any jurisdiction other than Norway. No one has taken any action that would permit a
public offering of the Shares. Accordingly, neither this Prospectus nor any advertisement or any other offering material
may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any
applicable laws and regulations. The Company requires persons in possession of this Prospectus to inform themselves
about and to observe any such restrictions.
_________
The Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as
permitted under applicable securities laws and regulations. Any failure to comply with these restrictions may constitute
a violation of the securities laws of any such jurisdiction. Investors should be aware that they may be required to bear
the financial risks of this investment for an indefinite period of time.
_________
THE SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE "US SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION IN THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES.
_________
THIS PROSPECTUS HAS NOT BEEN APPROVED NOR REVIEWED BY THE US SECURITIES AND EXCHANGE COMMISSION
AND IS NOT FOR DISTRIBUTION IN THE UNITED STATES.
_________
This Prospectus shall be governed by and construed in accordance with Norwegian law. The courts of Norway, with Oslo
as legal venue, shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the
Prospectus.
Prospectus – Hiddn Solutions ASA
TABLE OF CONTENTS
1. SUMMARY ......................................................................................................................................... 6
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APPENDIX
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1. SUMMARY
Summaries are made up of disclosure requirements known as “Elements”. These Elements are numbered in Sections A–
E (A.1 – E.7) below. This summary contains all the Elements required to be included in a summary for this type of
securities and the Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering
sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type
of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a
short description of the Element is included in the summary with the mention of “not applicable”.
A.1 Introduction and Warnings This summary should be read as an introduction to the Prospectus. Any
decision to invest in the securities should be based on consideration of
the Prospectus as a whole by the investor. Where a claim relating to the
information contained in the Prospectus is brought before a court, the
plaintiff investor might, under the national legislation of the Member
States, have to bear the costs of translating the Prospectus before the
legal proceedings are initiated. Civil liability attaches only to those
persons who have tabled the summary including any translation thereof,
but only if the summary is misleading, inaccurate or inconsistent when
read together with the other parts of the Prospectus or it does not
provide, when read together with the other parts of the Prospectus, key
information in order to aid investors when considering whether to invest
in such securities.
A.2 Resale and final placement Not applicable. No consent is granted by the Company for the use of
by financial intermediaries the Prospectus for subsequent resale or final placement of the Shares.
Section B – Issuer
B.1 Legal and commercial name The legal and commercial name of the Company is Hiddn Solutions ASA.
B.2 Domicile and legal form, The Company is a public limited liability company organised and existing
legislation and country of under the laws of Norway pursuant to the Norwegian Public Limited
incorporation Companies Act. The Company was incorporated in Norway on 7 May
1998. The Company’s organisation number in the Norwegian Register of
Business Enterprises is 979 867 654.
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In 2017, Hiddn continued to produce and supply the market with the
second-generation of the coCrypt with the main customer being the
Norwegian Armed Forces. Going forward, management sees
opportunities for cost reductions, including developing proprietary
design application specific modules replacing some of the costlier
components utilised today.
Hiddn started the process of completing the first version of a new USB-
enabled external disk storage unit with built-in hardware encryption. The
disk unit builds mainly on the technology already implemented in a
combination of Hiddn’s USB flash stick and the internal hard drive. After
completion of the prototype and final testing by NEMKO, the first product
series was produced during 4th quarter of 2017. As of the date of this
Prospectus, Hiddn has started introducing this USB Drive to the market.
B.5 Description of the Group The Group comprises the Company as a holding company of three wholly
owned subsidiaries: Hiddn Security AS, Hiddn Solutions AS and FCS.
B.6 Interests in the Company Shareholders owning 5% or more of the Shares have an interest in the
and voting rights Company’s share capital that is notifiable pursuant to the Norwegian
Securities Trading Act. The table below shows the ownership
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Prospectus – Hiddn Solutions ASA
B.7 Selected historical key The selected historical key information set out below has been derived
financial information from Hiddn's financial statements for the financial year ended
31 December 2016 and 2015 and interim financial for the three and
twelve months periods ending 31 December 2017 and 2016.
For the financial year 2015 and 2016, Hiddn's financial statements has
been prepared in accordance with IFRS and is audited.
The interim figures for the three and twelve months ending 31 December
2017 and 2016 is prepared in accordance with IAS 34.
Statement of income
Total revenue and other income ............... 10,114 3,412 17,635 6,480 4,926
Cost of materials and services ....................... (4,436) (314) (11,690) (3,572) (2,217)
Payroll expenses .......................................... (7,093) (2,660) (19,340) (9,231) (5,178)
Depreciation and amortization ....................... (179) (114) (468) (144) (145)
Other operating expenses ............................. (7,093) (25,995) (33,185) (33,481) (15,581)
Net profit/(Loss) for the period ................ (8,998) (26,920) (47,977) (41,981) (18,477)
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Year ended
31 December
2017 2016 2015
In NOK 1,000
(unaudited) (audited) (audited)
ASSETS
Non-current assets
Property, plant and equipment......................................................................... 279 141 53
Goodwill........................................................................................................ 7,771 - -
Other intangible assets ................................................................................... 4,325 - -
Total non-current assets ............................................................................. 12,375 141 53
Current assets
Inventory ...................................................................................................... 6,851 1,465 1,234
Accounts receivable ........................................................................................ 3,285 1,008 252
Other receivables ........................................................................................... 6,908 4,102 2,265
Cash and short-term deposits .......................................................................... 12,005 3,211 1,885
Total current assets .................................................................................... 29,049 9,786 5,636
Equity
Share capital ................................................................................................. 25,364 12,162 11,342
Additional paid-in capital ................................................................................. 178,245 81,820 66,116
Other paid-in capital ....................................................................................... 13,243 12,904 12,780
Accumulated losses ........................................................................................ (200,313) (130,183) (90,324)
Non-controlling interest .................................................................................. - (2,028) -
Total equity ................................................................................................. 16,539 (25,325) (86)
Non-current liabilities
Convertible debt ............................................................................................ 900 1,286 -
Total non-current liabilities ......................................................................... 900 1,286 -
Current liabilities
Current portion of long-term debt .................................................................... 7,070 8,030 1,859
Overdraft facilities .......................................................................................... - 11,095 -
Trade payables .............................................................................................. 9,301 8,053 1,849
Social security payable, etc. ............................................................................ 1,093 844 322
Other short-term debt .................................................................................... 6,521 5,944 1,745
Total current liabilities ................................................................................ 23,985 33,966 5,775
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Year ended
31 December
2017 2016 2015
(In NOK 1,000)
(unaudited) (audited) (audited)
Net change in cash and cash equivalents ............................................ 8,794 1,326 564
Cash, cash equivalents and overdraft facilities at the beginning of the
3,211 1,885 1,321
period ............................................................................................
Cash and cash equivalents at end of the period ............................ 12,005 3,211 1,885
B.8 Selected key pro forma No pro forma financial figures have been executed in connection with
financial information this Prospectus.
B.9 Profit forecast or estimate N/A. No profit forecast or estimate is included in the Prospectus.
B.10 Audit report qualifications The audit report in respect of Hiddn's Financial Statements for the
financial years 2015 and 2016 includes a qualification in respect of
inventory and cost of goods sold. The reason for this qualification is that
Hiddn could not provide sufficient evidence on the inventory quantities
held at 1 January during such years.
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Prospectus – Hiddn Solutions ASA
B.11 Working capital The Company is of the opinion that the working capital available to the
Group is sufficient for the Group’s present requirements, for the period
covering at least 12 months from the date of this Prospectus.
Section C - Securities
C.1 Type and class of securities The Company has one class of shares in issue, and all shares, including
admitted to trading and the Private Placement Shares and the Offer Shares, in that class have
identification number equal rights in the Company. The Shares have been issued under the
Norwegian Public Limited Liability Companies Act and are registered with
the VPS under International Securities Identification Number ("ISIN")
NO0003108102.
The Private Placement Shares have been placed on a separate ISIN until
the publication of this Prospectus, and will be transferred to the
Company's ordinary ISIN as soon as possible thereafter. The Offer
Shares will be issued on the same ISIN as the Company's ordinary
Shares when issued.
C.3 Number of shares in issue As of the date of this Prospectus, the Company has 74,599,418 Shares
and par value in issue, each with a nominal value of NOK 0.34.
C.4 Rights attaching to the The Company has one class of Shares in issue, and in accordance with
securities the Norwegian Public Limited Companies Act, all Shares in that class
provide equal rights in the Company. Each of the Company’s Shares
carries one vote.
C.5 Restrictions on transfer The Articles of Association do not provide for any restrictions on the
transfer of Shares, or a right of first refusal for the Company. Share
transfers are not subject to approval by the Board of Directors.
C.6 Admission to trading The Company's Shares are listed on Oslo Børs under the ticker "HIDDN".
The Company's Shares are not listed on any other stock exchange or
regulated market place and the Company does not intend to seek such
listing.
C.7 Dividend policy As of the date of this Prospectus, the Company has not adopted a
dividend policy. Going forward, the Company will establish a dividend
policy reflecting the business combination with Hiddn.
Section D – Risks
D.1 Key risks specific to the Risk relating to divestment of the Company's historical business
Company or its industry
The Group may not be able to implement its business strategy
successfully or commercialize its products
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Prospectus – Hiddn Solutions ASA
Section E – Listing
If all Offer Shares are subscribed for and issued in the Rights Issue, the
total gross proceed will be approximately NOK 39 million. Costs
attributable to such issuance are estimated to approximately NOK 4.3
million, resulting in net proceeds of approximately NOK 34.7 million.
E.2a Reasons for the share issue The net proceeds from the Rights Issue will be used for the following
under the Listing and use of purposes:
proceeds
- as working capital to finance the Group's ongoing business;
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The Manager and their affiliates have provided from time to time, and
may provide in the future, investment and commercial banking services
to the Company and its affiliates in the ordinary course of business, for
which they may have received and may continue to receive customary
fees and commissions. The Manager, its employees and any affiliate may
currently own existing Shares in the Company. The Manager do not
intend to disclose the extent of any such investments or transactions
otherwise than in accordance with any legal or regulatory obligation to
do so.
Other than what is set out above, there are no other interests (including
conflict of interests) of natural and legal persons involved in the Rights
Issue.
E.5 Selling shareholders and No selling shareholders. No lock-up arrangements on the Private
lock-up agreements Placement Shares or the Offer Shares.
E.6 Dilution resulting from the The immediate dilutive effect for the Company’s shareholders who did
share issuances not participate in the Private Placement was approximately 2.17 per
cent.
Following issuance of the Private Placement Shares, the Rights Issue will
result in an immediate dilution of approximately 23% for existing
shareholders in the Company who do not participate in the Rights Issue.
E.7 Estimated expenses charged Not applicable. No expenses will be charged to shareholders by the
to investor Company.
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2. RISK FACTORS
An investment in the Shares, including the Offer Shares Rights involves inherent risk. Before making an investment
decision with respect to the Shares, investors should carefully consider all of the information contained in this Prospectus,
and in particular the risks and uncertainties described in this Section 2, which the Company believes are the principal
known risks and uncertainties faced by the Group as of the date hereof. An investment in the Shares are suitable only
for investors who understand the risks associated with this type of investment and who can afford to lose all or part of
their investment. The absence of negative past experience associated with a given risk factor does not mean that the
risks and uncertainties described are not a genuine potential threat to an investment in the Shares. If any of the following
risks were to materialise, this could have a material adverse effect on the Group and/or its business, results of operations,
cash flow, financial condition and/or prospects, which may cause a decline in the value and trading price of the Shares,
resulting in the loss of all or part of an investment in the same.
The order in which the risks are presented does not reflect the likelihood of their occurrence or the magnitude of their
potential impact on the Group. The information in this Section 2 is as of the date of this Prospectus.
2.1 Risks relating to the Group and the industry in which the Group operates
2.1.1 Risk relating to historical operations of the Company, divestment and liquidation of former business
Since its incorporation, the Company has completely changed its business. As of the date of this Prospectus, the Company
is not aware of any remaining material liabilities of the Company connected to its historical business activities or
divestment or liquidation of its historical business. However, the Company cannot rule out the risk of there being
historical liabilities that are not known to the Company and/or is not disclosed in the Company's historical financial
statements and accounts, and are not barred pursuant to applicable statute of limitations.
2.1.2 The Group may not be able to implement its business strategy successfully or commercialize its products
The Group's strategy as described in Section 7.6 "Commercialisation strategy and development plan" is: (i) to be a
leading provider of hardware encryption solutions and (ii) to deliver shareholder value through efficient operations and
profitable future growth. Future growth will depend on the successful implementation of the Group’s business strategy.
The Group's ability to achieve its business and financial objectives is subject to a variety of factors, many of which are
beyond the Group’s control. A principal focus of the Group's strategy is to grow through, inter alia, new business
relationships, which will depend upon a number of factors, including the Group's ability to:
The Group's management will review and evaluate the business strategy with the Board of Directors on a regular basis.
The Group's failure to execute its business strategy or to manage its growth effectively could adversely affect the Group's
business, prospects, financial condition, and results of operations. In addition, there can be no guarantee that even if
the Group successfully implements the Group's strategy, it would result in an improvement of the Group's results of
operations. Furthermore, the Group may decide to alter or discontinue aspects of the Group's business strategy and may
adopt alternative or additional strategies in response to the Group's operating environment or competitive situation or
factors or events beyond the Group's control.
If the market for hardware encryption technology does not evolve as the Group anticipates this could have a material
adverse effect on the Group's business, prospects, financial position and results of operations.
2.1.4 The macroeconomic environment may negatively affect the Group's operational and financial result
The activities of the Group are subject to economic, business and social conditions at a global level which may fluctuate
due to, without limitation, recession, inflation, higher borrowing rates and higher levels of unemployment. A deteriorating
macroeconomic context may lead to a decrease in activity across the Group's business areas, which would have a
negative impact on the business of the Group.
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2.1.6 The markets in which the Group compete in is undergoing rapid technological change, and the Group's future
success will depend on its ability to meet the changing needs of its clients
For the Group to survive and grow it must continue to enhance and improve the functionality of its products, services
and technology to address the client's changing needs. If new industry standards and practices emerge, the Group's
existing modules, services and technology may become obsolete. The Group's future success depends on its ability to:
Develop new products, services and technologies that address the increasingly sophisticated and varied needs of
prospective clients; and
Respond to technological advances and emerging industry standards and practices in a cost-effective and timely
manner.
Developing the Group's products, services and other technologies entails significant technical and business risks and
costs. The Group may use the new technologies ineffectively, or it may fail to adapt the Group's products and services
to user requirements or emerging industry standards. Industry standards may not be established, and if they become
established, the Group may not be able to conform to these new standards in a timely fashion or maintain a competitive
position in the market. If the Group faces material delays in introducing new products, services and enhancements, the
Group may fail to attract new clients and existing users may forego the use of the Group's products and use those of
the Group's competitors. Such delays may also delay obtaining national security certifications that are prerequisites for
selling products at a governmental level, which historically has represented a majority of the company's customer base.
2.1.7 Transition to encrypted digital storage reduces the demand for secure physical storage systems
The Group entered in the business of secure physical storage systems through the acquisition of Finn Clausen
Sikkerhetssystemer AS ("FCS"). In case existing customers of such products transition in to digital storage, this may
reduce the demand of physical storage systems. If the Group is not able to adapt its current business within physical
storage to such industry trends, the Group's operating results and financial condition may be materially and adversely
affected.
2.1.8 Introduction of products based on new technology could gain wide market adoption and displace the Group's
products
Introduction of products including new technologies could cause the Group's existing products to be less attractive to
the customers. The Group may not be able to successfully anticipate or adapt to changing technologies or customer
requirements on a timely basis.
If the Group fail to keep up with technological changes or to convince the clients of the value of their solutions even in
light of new technologies, the Group’s business, operating results and financial condition could be materially and
adversely affected.
2.1.9 The Group's performance will depend on successful introduction of new products and enhancements to existing
products
The Group's success depends on the ability to identify and develop new products and to enhance and improve their
existing products, and the acceptance of those products by existing and new customers.
The introduction of new products or product enhancements may shorten the life cycle of existing products, or replace
sales of some of the current products, thereby offsetting the benefit of even a successful product introduction, and may
cause customers to defer purchasing of existing products in anticipation of the new products.
There is a risk that the Group will not be able to successfully commercialise the new products, and that the market
adoption will take longer than the Group expects or that the market penetration will not be as big as the Group predicts.
If any of these risks were to occur, it could have a material adverse effect on the Group's business, prospects, financial
position and results of operations.
2.1.10 The Group may experience operational problems that reduce revenue and increase costs
The Group's products are technically challenging. Operational problems or lack of easy implementation of them may lead
to loss of revenue or higher than anticipated operating expenses may require additional capital expenditures. Any of
these results could adversely affect the Group’s business, financial condition and operating results.
2.1.11 The Group may not be able to maintain sufficient insurance to cover all risks related to its operations
The Group's business is subject to a number of risks and hazards, including, but not limited to industrial accidents,
labour disputes and changes in the regulatory environment. Such occurrences could result in damage to properties,
personal injury, monetary losses and possible legal liability. Although the Group seeks to maintain insurance or
contractual coverage to protect against certain risks in such amounts as it considers reasonable, its insurance may not
cover all the potential risks associated with the Group’s operations. Any material risks in respect of which the Group
does not have sufficient insurance coverage may result in a material adverse effect on its financial condition, operating
results and/or cash flows.
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2.1.12 The Group faces risks in relation to its operations in international markets and changes in, inter alia, economic
conditions and laws and regulations, which may have an adverse effect on the Group's profitability
Operations in international markets are subject to risks inherent in international business activities, including fluctuating
economic conditions, overlapping and differing tax structures, managing an organisation spread over various
jurisdictions, unexpected changes in regulatory requirements and complying with a variety of foreign laws and
regulations. Changes in, or changes in the interpretation of, the legislative, governmental and economic framework
governing business activities in the hardware encryption industry, could have a material negative impact on the Group’s
results of operations and financial condition.
2.1.13 The Group may be unable to attract and retain key management personnel and other employees, which may
negatively impact the effectiveness of the Group's management and results of operations
The Group's success depends to a significant extent upon the abilities and efforts of the Group's management team and
its ability to retain key members of the management team, including recruiting, retaining and developing skilled
personnel for its business. The demand for personnel with the capabilities and experience required in the industry is
high, and success in attracting and retaining such employees is not guaranteed. There is intense competition for skilled
personnel and there are, and may continue to be, shortages in the availability of appropriately skilled people at all levels.
Shortages of qualified personnel or the Group’s inability to obtain and retain qualified personnel could have a material
adverse effect on the Group's business, results of operations, cash flow and financial condition.
2.1.14 The Group’s financial condition may be materially adversely affected if the Group fails to successfully integrate
assets or businesses acquired from third parties, or is unable to obtain financing for acquisitions on acceptable
terms
As part of the business strategy, the Group will continually review joint ventures, strategic relationships and acquisition
prospects that the Group expects to complement the Group’s existing business. The Group’s growth may be impaired if
the Group fails to identify or finance opportunities to expand its operations. At any given time, discussions with one or
more potential sellers may be at different stages. However, any such discussions may not result in the consummation
of an acquisition transaction, and the Group may not be able to identify or complete any acquisitions or make assurances
that any acquisitions the Group makes will perform as expected or that the returns from such acquisitions will support
the investment required to acquire or develop them. The Group cannot predict the effect, if any, that any announcement
or consummation of an acquisition would have on the trading price of the Shares.
the risk of using management time and resources to pursue acquisitions that are not successfully completed;
the risk of failing to identify material problems during due diligence;
the risk of over-paying;
the risk of incorrect assumptions regarding the future results of acquired operations;
the risk of failing to integrate the operations or management of any acquired operations or assets successfully and
timely; and
the risk of diversion of management’s attention from existing operations or other priorities.
The Group may not realise the anticipated benefits of these investments or acquisitions, and these transactions could
be detrimental to the Group's business. If the Group purchases businesses, it could have difficulty assimilating its
personnel and operations, or the key personnel of the acquired business may decide not to work for the Group. The
Group might have difficulty assimilating acquired technology or products into its operations. These difficulties could
disrupt the Group’s ongoing business, distract its management and employees and increase expenses.
2.1.15 The Group's major operations are conducted by its subsidiaries and the Company is therefore dependent upon
cash flow from subsidiaries to meet its obligations and in order to pay dividends to its shareholders
Most of the Group's current operations are conducted through the Company's subsidiaries. As such, the cash that the
Group obtains from its subsidiaries is the principal source of funds necessary to meet its obligations. Contractual
provisions or laws, including laws or regulations related to the repatriation of foreign earnings, as well as the Group's
subsidiaries' financial condition and operating requirements, may limit the Group's ability to obtain cash from subsidiaries
that it requires to pay its expenses or meet its current or future debt service obligations or to pay dividends to its
shareholders.
The inability to transfer cash from the Group's subsidiaries may mean that, even though the Group may have sufficient
resources on a consolidated basis to meet its obligations or to pay dividends to its shareholders, the Group may not be
permitted to make the necessary transfers from its subsidiaries to meet such obligations or to pay dividends to its
shareholders. Likewise, the Group may not be able to make necessary transfers from its subsidiaries in order to provide
funds for the payment of its liabilities or obligations, for which the Group is or may become responsible under the terms
of any loan agreements. A payment default by the Group, or any of the Group's subsidiaries, on any debt instrument
may have a material adverse effect on the Group's business, results of operations, cash flow and financial condition.
2.1.16 The Group's business methods of protecting its intellectual property may not be adequate
The Group's business and business strategy are tied to its technology. The Group's technology is protected by a portfolio
of trade secrets and approved patents, but the Group cannot give assurances that its measures for preserving the
secrecy of its trade secrets and confidential information are sufficient to prevent others from obtaining that information.
The Group may not have adequate remedies to preserve the trade secrets or to compensate the Group fully for its loss
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if its employees, contractors or partners breach their confidentiality agreements with the Group. The Group cannot give
assurances that its trade secrets will provide the Group with any competitive advantage, as they may become known to
or be independently developed by the Group’s competitors, regardless of the success of any measures the Group may
take to try to preserve their confidentiality. Further, the Group cannot give assurances that all employees are bound by
adequate provisions in their employment contracts regarding ownership of the Group's intellectual property rights.
2.1.17 Third parties may illegally copy the Group's products or violate its patents, utility models and intellectual
property
Illegal copies of the Group's products or misuse of its brand and/or patents and/or other intellectual property may cause
loss of revenue and damage to the Group's brand. Despite the Group's efforts to protect its proprietary technology and
trade secrets, unauthorized parties may attempt to misappropriate, reverse engineer or otherwise obtain and use them.
The Group may be unable to determine the extent of any unauthorized use or infringement of their products, technologies
or intellectual property rights. Further, legal actions against such unauthorized use may not be successful and could be
very costly.
These risks could have a material adverse effect on the Group's business, prospects, financial position and results of
operations.
2.1.18 The Group faces risks of claims for intellectual property infringement
The Group's competitors or other persons may already have obtained, or may in the future obtain, patents or other
intellectual property relating to one or more aspect of the Group's technology or products. If the Group is sued for patent
infringement or infringement of other intellectual property rights, it may be forced to incur substantial costs in defending
itself. If litigation were to result in a judgment that the Group infringed a valid and enforceable patent, a court may
order the Group to pay substantial damages to the owner of the patent and to stop using any infringing technology or
products. This could cause a significant disruption in the Group's business and force the Group to incur substantial costs
to develop and implement alternative, non-infringing technology or products, or to obtain a license from the patent
owner. This could also lead the Group's licenses and clients to bring warranty claims against the Group. The Group
cannot give assurance that it would be able to develop non-infringing alternatives at a reasonable cost that would be
commercially acceptable, or that it would be able to obtain a license from any patent owner on commercially acceptable
terms, if at all.
2.1.19 The Group may be subject to litigation that could have a material adverse effect on the Group's business, results
of operations, cash flow and financial condition
While the Group is currently not involved in any litigation, there can be no assurance that the Group may not become
involved in such litigation in the future. The Group cannot predict with certainty the outcome or effect of any claim or
other litigation matter. Any future litigation may have a material adverse effect on the Group's business, results of
operations, cash flow and financial condition, and have a potential negative outcome. Also, there may be significant
costs associated with bringing or defending such lawsuits and Management's attention to these matters may divert their
attention from the Group's operations.
2.1.21 The Group runs risks of non-success when bidding for contracts and execution failures of major contracts as
well as loss of existing framework agreements with customers
The execution by the Group of complex contracts may require important allocations of resources and incur a high level
of liability for the Group. Failure by the Group to accurately assess its chances to be selected within the framework of a
bid process may lead to an inadequate allocation of resources and management time and to additional expenditures in
costs and time. Furthermore, a poor understanding and/or implementation of the expectations and needs of its clients
could lead the Group to a potential failure in the performance of the relevant contracts, which may affect its financial
results as well as its ability to meet its objectives.
In addition, the Group has framework agreements with certain customers. If the Group lose such framework agreements,
for any reason, this could result in loss of income going forward and as a result affect the Group's financial condition.
2.1.22 The Group's quarterly and annual operating results may vary significantly and be difficult to predict
The quarterly and annual operating results may vary from period to period. The Group foresees that theses fluctuations
may occur due to a variety of factors that are outside of the Group's control such as: fluctuations in demand for the
products and the timing of orders from the Group's customers; seasonal buying patterns of customers dependent on
their fiscal year; delayed development of sales at new customers; industry related business softness; change in
investment climate within the Group’s core markets; general international economic conditions.
Any one of these factors or the cumulative effect of some of the factors mentioned may result in significant fluctuations
in the Group’s quarterly and annual operating results, including fluctuations in the key metrics. The unpredictability could
result in failure to meet the business objectives or the expectations of analysts or investors for any period.
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If the Group is required to change contract manufacturer it may incur increased costs and production delays to qualify
a new contract manufacturer and initiate production. Failure to manage the Group’s relationships with contract
manufacturers successfully could negatively impact its business.
In addition, the Group resells finished products delivered by third-parties. Some of these products are subject to
certifications, which the Group has minimal opportunities to influence. In case such products are subject to re-
certifications, Group may have to seek new third-party suppliers that can deliver products up to the standard required
by existing and new customers.
2.1.25 Damage to the Group’s reputation and business relationships may have an adverse effect beyond any monetary
liability
The Group's business depends on client goodwill, the Group's reputation and on maintaining good relationships with its
clients, partners, suppliers and employees. Any circumstances that publicly damage the Group's goodwill, injure the
Group's reputation or damage the Group's business relationships may lead to a broader adverse effect and prospects
than solely the monetary liability arising directly from the damaging events by way of loss of business, goodwill, clients,
partners and employees.
2.2.3 Future debt levels could limit the Group’s flexibility to obtain additional financing and pursue other business
opportunities
The Group may incur additional indebtedness in the future. This level of debt could have important consequences to the
Group, including the following:
the Group’s ability to obtain additional financing for working capital, capital expenditures, acquisitions or other
purposes may be impaired or such financing may be unavailable on favourable terms;
the Group’s costs of borrowing could increase as it becomes more leveraged;
the Group may need to use a substantial portion of its cash from operations to make principal and interest payments
on its debt, reducing the funds that would otherwise be available for operations, future business opportunities and
dividends to its shareholders;
the Group’s debt level could make it more vulnerable than its competitors with less debt to competitive pressures,
a downturn in its business or the economy generally; and
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the Group’s debt level may limit its flexibility in responding to changing business and economic conditions.
The Group’s ability to service its future debt will depend upon, among other things, its future financial and operating
performance, which will be affected by prevailing economic conditions as well as financial, business, regulatory and other
factors, some of which are beyond its control. If the Group’s operating income is not sufficient to service its current or
future indebtedness, the Group will be forced to take action such as reducing or delaying its business activities,
acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing its debt or seeking
additional equity capital. The Group may not be able to affect any of these remedies on satisfactory terms, or at all.
2.2.4 Interest rate fluctuations could affect the Group's cash flow and financial condition
To the extent the Group incurs future interest-bearing debt issued at floating interest rates, it would be exposed to
interest rate risk, and such movements in interest rates could have material adverse effects on the Group’s cash flow
and financial condition.
The market price of the Shares could decline due to sales of a large number of Shares in the Company in the market or
the perception that such sales could occur. Such sales could also make it more difficult for the Company to offer equity
securities in the future at a time and at a price that are deemed appropriate.
2.3.3 The Company may be unable or unwilling to pay any dividends in the future
Pursuant to the Company's dividend policy, dividends are only expected to be paid if certain conditions described in
Section 12.10 "Distribution of dividends" is fulfilled. Further, the Company may be unable, to pay dividends in future
years. The amount of dividend paid by the Company, if any, for a given financial period, will depend on, among other
things, the Company's future operating results, cash flows, financial position, capital requirements, the sufficiency of its
distributable reserves, credit terms, general economic conditions, legal restrictions and other factors that the Company
may deem to be significant from time to time.
2.3.4 Market interest rates may influence the price of the Shares
One of the factors that may influence the price of the Shares is its annual dividend yield as compared to yields on other
financial instruments. Thus, an increase in market interest rates will result in higher yields on other financial instruments,
which could adversely affect the price of the Shares.
2.3.5 Shareholders may be diluted if they are not invited to or unable to participate in future offerings
The development of the Group’s business may, inter alia, depend upon the Company’s ability to obtain equity financing.
Unless otherwise resolved by the general meeting or the board of directors pursuant to authorization from the general
meeting, shareholders in Norwegian public companies have pre-emptive rights proportionate to the aggregate amount
of the shares they hold with respect to new shares issued by the Company. Shareholders that do not exercise pre-
emptive rights may be diluted.
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Furthermore, the Company may in the future decide to offer additional Shares or other equity-based securities through
directed offerings without pre-emptive rights for existing holders. Any such additional offering could reduce the
proportionate ownership and voting interests of holders of Shares, as well as the earnings per Share and the net asset
value per Share.
2.3.6 Pre-emptive rights may not be available to US shareholders and certain other foreign holders of the Shares
Under Norwegian law, unless otherwise resolved at a general meeting, existing shareholders have pre-emptive rights to
participate on the basis of their existing share ownership in the issuance of any new shares for cash consideration.
Shareholders in the United States, however, may be unable to exercise any such rights to subscribe for new shares
unless a registration statement under the U.S. Securities Act is in effect in respect of such rights and shares or an
exemption from the registration requirements under the U.S. Securities Act is available. Shareholders in other
jurisdictions outside Norway may be similarly affected if the rights and the new shares being offered have not been
registered with, or approved by, the relevant authorities in such jurisdiction. The Company is under no obligation to file
a registration statement under the U.S. Securities Act or seek similar approvals under the laws of any other jurisdiction
outside Norway in respect of any such rights and shares and doing so in the future may be impractical and costly. To
the extent that the Company’s shareholders are not able to exercise their rights to subscribe for new shares, their
proportional interests in the Company will be reduced.
2.3.9 The transfer of Shares is subject to restrictions under the securities laws of the U.S and other jurisdictions
The Shares have not been registered under the U.S. Securities Act or any U.S. state securities laws or any other
jurisdiction outside of Norway and are not expected to be registered in the future. As such, the Shares may not be
offered or sold except pursuant to an exemption from the registration requirements of the Securities Act and applicable
securities laws. In addition, there can be no assurances that shareholders residing or domiciled in the United States will
be able to participate in future capital increases or rights offerings.
2.3.10 Investors may be unable to recover losses in civil proceedings in jurisdictions other than Norway
The Company is a public limited company organised under the laws of Norway. All of the members of its Board of
Directors and of the Company’s corporate management reside in Norway. As a result, it may not be possible for investors
to effect service of process in other jurisdictions upon such persons or the Company, to enforce against such persons or
the Company judgments obtained in non-Norwegian courts, or to enforce judgments on such persons or the Company
in other jurisdictions.
2.3.11 Norwegian law may limit shareholders ability to bring actions against the Company
The rights of holders of the Shares are governed by Norwegian law and by the Articles of Association. These rights may
differ from the rights of shareholders in other jurisdictions. In particular, Norwegian law limits the circumstances under
which shareholders of Norwegian companies may bring derivative actions. For instance, under Norwegian law, any action
brought by the Company in respect of wrongful acts committed against the Company will be prioritised over actions
brought by shareholders claiming compensation in respect of such acts. In addition, it may be difficult to prevail in a
claim against the Company under, or to enforce liabilities predicated upon, securities laws in other jurisdictions.
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The Board of Directors of Hiddn Solutions ASA accepts responsibility for the information contained in this Prospectus.
The members of the Board of Directors confirm that, having taken all reasonable care to ensure that such is the case,
the information contained in this Prospectus is, to the best of their knowledge, in accordance with the facts and contains
no omission likely to affect its import.
23 March 2018
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Prospectus – Hiddn Solutions ASA
4. GENERAL INFORMATION
This Section provides general information on the presentation of financial and other information, as well as the use of
forward-looking statements, in this Prospectus.
The Group's financial statements as at and for the years ending 31 December 2015 and 2016 has been compiled in
accordance with International Financial Reporting Standards as approved by the EU ("IFRS"). The financial statements
as at, and for the year ended, 31 December 2015 and 2016 is hereinafter referred to as the "Financial Statements".
Hiddn's unaudited interim financial statements for the three and twelve month period ending 31 December 2016 and
2017 (the "Interim Financial Statements") have been prepared based on the principles of International Accounting
Standard 34 "Interim Financial Reporting" ("IAS 34"). Please refer Note 1 to the Interim Financial Statements for further
information on the basis of preparation.
The Financial Statements and the Interim Financial Statements are hereinafter jointly referred to as the "Historical
Financial Information", and are incorporated by reference hereto, see Section 16.1 "Cross reference table".
The Financial Statements as at and for the year ended 31 December 2015 and 2016 have been audited by Ernst & Young
AS. The audit report is included with the report on the Financial Statements.
The Company confirms that where information has been sourced from a third party, such information has been accurately
reproduced and that as far as the Company is aware and is able to ascertain from information published by that third
party, no facts have been omitted that would render the reproduced information inaccurate or misleading. Where
information sourced from third parties has been presented, the source of such information has been identified. The
Company does not intend, and does not assume any obligations to update industry or market data set forth in this
Prospectus.
Industry publications or reports generally state that the information they contain has been obtained from sources
believed to be reliable, but the accuracy and completeness of such information is not guaranteed. The Company has not
independently verified and cannot give any assurances as to the accuracy of market data contained in this Prospectus
that was extracted from these industry publications or reports and reproduced herein. Market data and statistics are
inherently predictive and subject to uncertainty and not necessarily reflective of actual market conditions. Such statistics
are based on market research, which itself is based on sampling and subjective judgments by both the researchers and
the respondents, including judgments about what types of products and transactions should be included in the relevant
market.
As a result, prospective investors should be aware that statistics, data, statements and other information relating to
markets, market sizes, market shares, market positions and other industry data in this Prospectus and projections,
assumptions and estimates based on such information may not be reliable indicators of the Group’s future performance
and the future performance of the industry in which it operates. Such indicators are necessarily subject to a high degree
of uncertainty and risk due to the limitations described above and to a variety of other factors, including those described
in Section 2 "Risk Factors" and elsewhere in this Prospectus.
4.1.3 Rounding
Certain figures included in this Prospectus have been subject to rounding adjustments (by rounding to the nearest whole
number or decimal or fraction, as the case may be). Accordingly, figures shown for the same category presented in
different tables may vary slightly. As a result of rounding adjustments, the figures presented may not add up to the total
amount presented.
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Prospectus – Hiddn Solutions ASA
Prospective investors in the Shares are cautioned that forward-looking statements are not guarantees of future
performance and that the Group’s actual financial position, operating results and liquidity, and the development of the
industries and markets in which the Group operates, may differ materially from those made in or suggested by the
forward-looking statements contained in this Prospectus. The Group can provide no assurances that the intentions,
beliefs or current expectations upon which its forward-looking statements are based will occur.
Although the Group believes that the expectations implied by these forward-looking statements are reasonable, the
Group can give no assurances that the outcomes contemplated will materialise or prove to be correct. By their nature,
forward-looking statements involve and are subject to known and unknown risks, uncertainties and assumptions as they
relate to events and depend on circumstances that may or may not occur in the future. Because of these known and
unknown risks, uncertainties and assumptions, outcomes may differ materially from those set out in any forward-looking
statement. Important factors that could cause those differences include, but are not limited to:
implementation of its strategy and its ability to further expand its business and growth;
technology changes and new products and services introduced into the Group’s market and industry;
ability to develop new products and enhance existing products;
the competitive nature of the business the Group operates in and the competitive pressure and changes to the
competitive environment in general;
loss of important clients;
earnings, cash flow, dividends and other expected financial results and conditions;
fluctuations of exchange and interest rates;
changes in general economic and industry conditions;
political and governmental and social changes;
changes in the legal and regulatory environment;
environmental liabilities;
changes in consumer trends;
access to funding; and
legal proceedings.
Additional factors that could cause the Group’s actual results, performance or achievements to differ materially include,
but are not limited to, those discussed under Section 2 "Risk Factors". Prospective investors in the Shares are urged to
read all sections of this Prospectus and, in particular, Section 2 "Risk Factors" for a more complete discussion of the
factors that could affect the Group’s future performance and the industry in which the Group operates when considering
an investment in the Company.
These forward-looking statements speak only as of the date of this Prospectus. Save as required by Section 7-15 of the
Norwegian Securities Trading Act or by other applicable law, the Company expressly disclaims any obligation to publicly
update or publicly revise any forward-looking statement, whether as a result of new information, future events or
otherwise. All subsequent written and oral forward-looking statements attributable to the Group or to persons acting on
the Group’s behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained
elsewhere in this Prospectus.
Given the afore-mentioned uncertainties, prospective investors are urged not to place undue reliance on any of the
Forward-looking Statements herein. Forward-looking Statements are included in, inter alia, Section 7.5 "Technology"
and 7.6 "Commercialisation strategy and development plan" of this Prospectus.
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Prospectus – Hiddn Solutions ASA
5.1 Overview
On 16 November 2017, the Company resolved to launch a private placement in the Company of up to NOK 15 million in
two separate tranches, with a subscription price of NOK 2.00 per Share, to be carried out after marked close on
16 November 2017 (the Private Placement).
The Private Placement was fully subscribed. The Shares in Tranche 1 of the Private Placement, in total 5,884,582 new
Shares, were issued on the Company's ordinary ISIN and became tradable on Oslo Børs once issued pursuant to
applicable exemptions from preparing a listing prospectus, while the Shares in Tranche 2, in total 1,615,418 shares (the
Private Placement Shares), were placed on an ISIN separate from the Company's ordinary Shares until the publication
of this Prospectus. The investors receiving the Private Placement Shares in Tranche 2 of the Private Placement were
Intelco Concept AS, Øystein Tvenge and Finn Clausen Gruppen AS.
1. Pursuant to section 10-14 of the Norwegian Public Limited Companies Act, the board of directors is authorized to
increase the Company’s share capital by up to NOK 6,844,141.52 by issuance of up to 20,129,828 new shares, each
with a nominal value of NOK 0.34.
2. The shareholders’ preferential right to the new shares pursuant to Section 10-4 of the Norwegian Public Limited
Companies Act may be deviated from.
3. The authorisation does include share capital increases with a right and obligation to make non-cash payment, cf.
Section 10-2 of the Norwegian Public Limited Companies Act.
4. The authorisation does include share capital increases in connection with mergers pursuant to Section 13-5 of the
Norwegian Public Limited Companies Act.
5. The board is authorized to determine the most practical structure and further conditions for the share capital
increase.
6. The authorization is valid until the next annual general meeting, 30 June 2018 at the latest.
In accordance with the authorization from the general meeting, the Board of Directors made the following resolution to
issue the Private Placement Shares on 16 November 2017:
1. The Company’s share capital shall be increased with NOK 549,242.12 by issuance of 1,615,418 shares.
2. The new shares shall each have a nominal value of NOK 0.34.
3. The subscription price for the new shares shall be NOK 2 per share, whereby NOK 0.34 is share capital and NOK
1.66 is share premium. The total subscription amount is NOK 3,230,836, whereby NOK 549,242.12 is share capital
and NOK 2,681,593.88 is share premium.
4. The new shares shall be subscribed by such subscribers, with such amount of shares, as set out in Appendix 1 to
the minutes.
6. Subscription is made in a separate subscription form. The chairman of the board is authorized to subscribe on behalf
of the subscribers in the share capital increase.
7. The share capital contribution is settled in cash by payment to a separate contribution account within one week of
the date of the board resolution.
8. The shares give full rights, including the right to dividend, from the date the share capital increase is registered with
the Norwegian Register of Business Enterprises.
9. The expenses pertaining to the share capital increase is estimated to approx. NOK 400,000.
10. Section 4 of the Articles of Association are amended to reflect the new number of shares and share capital following
completion of the share capital increase.
In order to complete the Private Placement, a waiver of the existing shareholders’ preferential rights to subscribe for
new Shares was necessary. The participants in the Private Placement were the beneficiaries of such waiver.
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Prospectus – Hiddn Solutions ASA
The Private Placement Shares have been registered electronically in book entry form in the VPS under a separate
securities number, ISIN NO0010811946, pending the publication of this Prospectus. Following publication of this
Prospectus, the Private Placement Shares will be registered under the same ISIN as the Company's other Shares (i.e.
ISIN NO0003108102) and become listed and tradable on Oslo Børs, expected on or about 26 March 2018.
The Private Placement Shares rank pari passu in all respects with the Company's existing Shares and carry full and equal
shareholder rights in the Company. All Shares, including the Private Placement Shares, have voting rights and other
rights and obligations that are customary under the Norwegian Public Limited Labilities Act and are governed by
Norwegian law. The Private Placement Shares gives right to dividend from the time share capital increase pertaining to
the share issuance was registered with the Norwegian Register of Business Enterprises. Please refer Section 11
"Corporate information and description of share capital" for a more detailed description of the Shares.
5.6 Dilution
The immediate dilutive effect for the Company’s shareholders who did not participate in the Private Placement was
approximately 2.17 per cent.
5.7 Major existing shareholders and members of the Company’s management, supervisory or
administrative bodies receiving Private Placement Shares
The following existing shareholders and members of the Company's management and Board of Directors participated in
the Private Placement (taking into consideration both tranche 1 and 2 of the Private Placement):
- Dallas Asset Management AS, a company controlled by Jan Opsahl, board member in the Company, was allocated
1,000,000 Shares (13.33% of the total Private Placement).
- Wollebekkgruppen AS, a company 50 % owned by the Company's CEO, Carl Espen Wollebekk, was allocated 100,000
shares (1.33%).
- Finn Clausen Gruppen AS, a company 80 % owned by Carl Espen Wollebekk (indirectly through Wollebekkgruppen
AS) was allocated 250,000 Shares (2.67% of the total Private Placement).
- Intelco Concept AS, represented in the Company’s board by chairman Øystein Tvenge, was allocated 750,000 shares
(10% of the total Private Placement).
- Øystein Tvenge, chairman of the Board, was allocated 750,000 shares (10% of the total Private Placement).
5.9 Interests of natural and legal persons involved in the Private Placement
There were no third party managers in the Private Placement.
Other than as set out in Section 5.7 "Major existing shareholders and members of the Company’s management,
supervisory or administrative bodies receiving Private Placement Shares", the Company is not aware of any interest
(including conflict of interest) of any natural or legal persons involved in the Private Placement.
This Prospectus, the Private Placement and the Private Placement shares are subject to Norwegian law, unless otherwise
indicated herein. Any dispute arising in respect to this Prospectus, the Private Placement or the Private Placement shall
be referred to the ordinary courts of Norway and is subject to the exclusive jurisdiction of Oslo City Court as legal venue.
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Prospectus – Hiddn Solutions ASA
Whilst computing is only some 70 years old, cybersecurity is an even younger discipline. Early computing used large
systems in data centres that could be protected by guards, guns, and gates. The Internet erased many physical
boundaries, but in its early days, it connected only a small cadre of trusted people in academia and government
laboratories. Because access was limited to trusted colleagues and resources on the Internet were of relatively limited
scope, security was not a significant issue. In 1988, the Morris Worm brought the Internet to a standstill, and the
significance of cybersecurity became clear.
While the Internet is far more robust today than it was in 1988, cyber threats have also increased. Today, intellectual
property is being stolen, critical infrastructure is at risk, commercial and government computer systems are hacked, and
consumers are worried about their privacy. As currently deployed, the Internet places both public and private sectors
at a continuously increasing vulnerability vis-á-vis cyber criminals and other malicious adversaries. The more society
relies on the benefits of IT, the greater the potential disruption, diversion, and destruction those adversaries can create
via malicious cyber activities. The current trajectories of benefits versus risks are unsustainable.
Two major trends have been particularly integral in transforming the IT environment over the past 10+ years:
Increased Connectivity: Wired and wireless internet, access to intranet through VPN, more types of devices being
connected to and controlled through internet – industrial internet of things (e.g., smart homes, driverless cars, etc.)
Increased Mobility: Mobile computing and storage devices (laptops, tablets, smart phones) with ever increasing
computing power, memory and data storage capacity means access to greater amounts of data are carried on
person
These trends have contributed to taking cybersecurity from a relatively manageable complexity to a situation where
even large corporations are moving to externally managed cloud solutions to avoid the ever more expensive and
comprehensive measures needed to maintain the security of internal devices, networks and servers.
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Cloud and emerging technology Security related to cloud computing, associated infrastructure and emerging
security threats
Application and data security Security related to protecting software applications and information
Network and gateway security Security related to prevention of unauthorized access, misuse and modification
Endpoint and mobile security Security related to connected devices (laptops, smartphones, tablets and IoT)
Security monitoring and operations Activities related to monitoring, analysis, evaluation and response
Threat and vulnerability Risk, impact evaluation and plan for mitigation implemented at corporate board
management level
Most large companies have dramatically strengthened their cybersecurity capabilities over the past years. Formal
processes have been implemented to identify and prioritise IT security risks and develop mitigation strategies, and
significant financial resources invested on executing these strategies. The big change in 2018 is expected to be the
introduction of GDPR that will dramatically influence all businesses processing and storing personal data, for further
information please refer to Section 6.2.3 "Governmental regulations and legislative requirements".
6.2.1 Overview
The following represent the currently most prominent trends / factors in the cybersecurity market:
Increasing number and frequency of security breaches: According to PwC's Global State of Security Information
Survey1 the number of security breaches against companies are on the rise (increasing 38% from 2014 to 2015).
Internet security specialist Symantec estimates that more than 75% of all legitimate popular websites had
unpatched weaknesses and more than 500 million personal records were (reported) lost or stolen in 2015.
Furthermore, nearly a million new malware threats are estimated to be released daily.
Significant socioeconomic impact: Cybercrime is estimated to cost the global economy between USD400 billion2 and
USD445bn3 annually. Cyber-attacks are considered one of the highest risks of doing business in several economically
significant territories (e.g., the US, China, the UK and continental Europe). As for Europe, the European Parliament
estimates "cyber incidents" to cost the region between EUR 260 billion and EUR 340 billion annually.
Significant impact on individual entities: PwC's Global Economic Crime Survey revealed that around 50 organisations
it had surveyed confirmed individual losses from cybercrime of more than USD5m, and nearly one-third of the
respondents reported losses in excess of USD100m.
1 http://www.pwc.com/gx/en/issues/cyber-security/information-security-survey.html
2 http://www.morganstanley.com/ideas/Cyber-security-risks-and-opportunities
3 The World Economic Forum’s 2016 Global Risks Report
4 https://ec.europa.eu/digital-single-market/en/cybersecurity
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The big change in 2018 is expected to be the introduction of the EU's General Data Protection Regulation (GDPR) that
will be enforced on 25 May 2018. GDPR will dramatically influence all businesses processing and storing personal data
and will also inform and educate the market about safe storage. The directive will be introduced together with reporting
requirements and heavy fines for those in none-compliance of up to EUR 20 million or 4% of a company’s total worldwide
This is particularly relevant for companies whose main business involves the handling of such data, e.g. financial services
providers, health care providers or legal firms, as improving their cybersecurity systems turns into an imperative for
their continued operations. Hence the GDPR imposes proved levels of safety and turns encryption into a must-have.
Additionally, in December 2016, the US Department of Homeland Security issued a revised National Cyber Incident
Response Plan (NCIRP), in response to Presidential Policy Directive 41 (PPD-41): United States Cyber Incident
Coordination. The NCIRP defines a nationwide approach to cyber incidents and outlines the roles of both federal and
non-federal entities. It also outlines how the US government prepares for, responds to, and recovers from significant
cyber incidents5. Stringent legislation and enforcement thereof combined with a transparent public register of cybercrime
incidents is expected to force private and public companies into a risk management regime that in turn is expected to
increase the demand for products and services within cybersecurity.
6.2.4 Unsecured networks connecting Internet of Things represent “a magic ingredient” for cybercrime
IoT is the combination of sensors, actuators, distributed computing power, wireless communication on the hardware side
and applications and big data/analysis on the software side; i.e., a vast network of tiny microchips and applications
working together in coordination to make our lives easier. Uses include connected devices in factories, smart cities,
hospitals, and homes. Making this network of interconnected devices secure is one of the core concerns related to IoT,
providing a meaningful opportunity for security vendors in the space.
Some of the security breaches published to-data include both highly familiar appliances and companies:
2017 IoT/remote Pacemaker The US Food and Drug Administration ("FDA") confirmed that implantable cardiac devices from St. Jude
hacking Medical had vulnerabilities that could allow hackers to take control of the devices. St. Jude admitted to the
vulnerability and issued a software upgrade to patch the vulnerability.7
2016 IoT /remote Tesla Keen Security Lab demonstrated an apparent remote hack of the Tesla Model S 8. The hackers took remote
hacking control of a Tesla Model S in both parking and driving mode. Tesla explicitly confirmed certain vulnerabilities
and issued a software upgrade to repair the issue.
2016 IoT /remote Cars The Norwegian Directorate for Civil Protection ("DSB") recently published a report admitting that DAB radio in
hacking w/DAB cars “might open up” for hackers to gain control of critical features and functions of the vehicle.9
radios
2015 Unsecured Airplane A cybersecurity expert claimed to have accessed the cockpit network from his personal laptop through
network communication with the in-flight network during a United Airlines flight. Many in-flight entertainment systems
have USB ports and/or run Wi-Fi networks, both representing potential entry points for hackers to gain access
of the plane’s electrical network and potentially its computer systems.6
Hacking via the Internet has up until now given the greatest ripple effect with regards to financial losses, lost data and
number of people affected per incident. However, with an increasingly mobile workforce and more storage capacity on
mobile devices, unsecured lost and stolen devices cause a severe security risk to both companies and private persons.
Someone with physical access to a device has many options for attempting to view or copy the information stored on
the device. Another concern is insider attacks, such as an employee attempting to access sensitive information stored
on another employee’s device. Malware, another common threat, can give attackers unauthorized access to a device,
5 https://www.dhs.gov/topic/combating-cyber-crime
6 https://www.schneier.com/blog/archives/2018/01/spectre_and_mel_1.html
7 http://money.cnn.com/2017/01/09/technology/fda-st-jude-cardiac-hack/
8 http://keenlab.tencent.com/en/2016/09/19/Keen-Security-Lab-of-Tencent-Car-Hacking-Research-Remote-Attack-to-Tesla-Cars/
9 https://www.dsb.no/nyhetsarkiv/2016/beredskapsmessig-vurdering-avovergangen-til-dab/
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Prospectus – Hiddn Solutions ASA
transfer information from the device to an attacker’s system, and perform other actions that jeopardize the confidentiality
of the information on the device.
To prevent information stored on devices to be accessed by unauthorized parties, particularly personally identifiable
information and other sensitive data, the devices need to be secured. Securing other components of end user devices,
such as operating systems, is also necessary, but in many cases, additional measures are needed to secure the stored
information. Surveys performed by the major cybersecurity providers reveal that some 40% of data leakages happen
through lost or stolen devices. Data lost through devices comprise both data stored directly on the device as well as
network data accessed through the device10. In the US healthcare sector 68% of data breaches are caused by lost and
stolen devices and in the US financial sector lost and stolen devices accounts for more than 25% of the breach events11.
2008 Lost & stolen UK Loss of computer hard drive that may have contained details of 1.7 million people who had enquired about
device Ministry of joining the armed forces. Also, in July 2008 the UK Ministry of Defence said 658 of its laptops had been
defense stolen over four years and 26 portable memory sticks had been stolen or misplaced in that year alone. 12
2010- Lost & stolen Healthcare According to the 2014 Healthcare Breach Report from Bitglass13, 68 % of all healthcare data breaches since
2016 device sector 2010 have been due to lost or stolen devices.
2016 Lost & stolen Financial Five of the US top 20 banks disclosed breaches during the first half of 2016. Lost and stolen devices
device sector accounted for more than 25% of breach events, and financial institutions appear to struggle with data
protection on managed and unmanaged devices.14
Current cybersecurity strategies typically revolve around traffic and content monitoring of unencrypted data leaving the
data exchange susceptible to leakage (e.g., hacking, espionage) and contamination (e.g., malware, Trojan horses).
10 http://www.mcafee.com/us/resources/reports/rp-data-exfiltration.pdf
11 https://www.databreaches.net/68-of-healthcare-data-breaches-due-to-device-loss-or-theft-not-hacking/
12 http://news.bbc.co.uk/2/hi/uk_news/politics/7667507.stm
13 https://www.databreaches.net/68-of-healthcare-data-breaches-due-to-device-loss-or-theft-not-hacking/
14 https://pages.bitglass.com/Report-Financial-Services-Breach-Report-2016-LP.html?utm_source=pr&utm_medium=press-
release&utm_campaign=fin_services_breach
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Prospectus – Hiddn Solutions ASA
Combined with increased connectivity where physical devices are connected to a central hub through internet, the
marketplace have started trending towards an increasing use of data encryption.
The increased usage of encryption can be traced to many factors, chief among them being cyberattacks, privacy
compliance regulations and consumer concerns. Additionally, the continuing rise of cloud computing as well as prominent
news stories related to encryption and access to associated keys have caused organisations to evolve their strategy and
thinking with respect to encryption key control and data residency.
6.3.1 Overview
Cybersecurity – the protection of data in digital form against theft and misuse – is the fastest growing IT segment.
Whilst demand in other IT segments is driven by reducing inefficiencies and increasing productivity, cybersecurity
spending is driven by the fear of cybercrime and the potential implications of security breaches. Cybersecurity currently
represents the strongest growth potential within IT spending. The market segment totalled USD 53 billion in 2015 and
reportedly surpassed USD 60 billion15 in 2016. Estimates of the 2020 market size ranges from USD 76 billion (7% CAGR)
to USD 128 billion (18% CAGR). The most moderate growth forecast is rooted in an augmented status quo scenario, the
intermediate scenario encompasses a growth in number of endpoint devices and an increase in implemented cloud
solutions, whilst the most aggressive forecast is based on a complete change in the IT network architecture.
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Prospectus – Hiddn Solutions ASA
By the turn of the century cybercriminals started discovering the profit potential in spam and phishing fraud and
cybercrime evolved towards targeting enterprises and governments. Consequently, cybersecurity demand evolved from
defensive to proactive measures. Cybersecurity providers responded with innovation aimed at each type of attack,
resulting in a highly fragmented competitive landscape with a high number of providers and no one-stop-shops. Today
larger corporates easily end up entertaining more than 20 different cybersecurity providers on a running basis. This
situation is untenable, and the industry is currently tending towards consolidation where the incumbents starts buying
the smaller providers.
On the software side the cybersecurity players can be divided in three main segments;
OEM vendors and system integrators; such as Intel Security (U.S.), Microsoft (U.S) Hewlett Packard Enterprise
(U.S.), IBM Corporation (U.S.), Cisco Systems, Inc. (U.S.) and Fujitsu (JPN),
Service security providers; like McAfee (part of Intel Security), Symantec Corporation (U.S) and Trend Micro Inc
(Japan), and
Young innovators; a jungle of merging small technology driven providers finding their way out in the market through
M&As initiated by the incumbents.
As mentioned before, mobile devices and cloud solutions implicate an increasing need for securing “data on the move”
and “data at rest”, e.g. data available in / through devices like mobile phones, USB drives and PCs. In addition to or
instead of software security solutions, devices can be made secure through hardware encryption. The hardware
cybersecurity players are largely segmented by their respective focal storage device, however, there are currently no
players that appear to dominate hardware encryption across all types of devices:
External USB drives; e.g., Seagate Technology and Western Digital, and
Historically, Hiddn's core customer segment has been military and government clients with particular needs for protecting
sensitive data at specific classification levels (e.g., Restricted, Confidential, etc.). Product sales in this segment are
typically concluded on the basis of bilateral processes whereby the client presents to the potential supplier a requirement
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Prospectus – Hiddn Solutions ASA
specification for a particular type of product for a particular use (e.g., an enquiry for an encrypted internal laptop hard
drive of a certain storage capacity and with sufficient security to allow storage and mobility of data at classified level
Restricted assuming the operator uses the laptop within certain specified handling parameters). On the basis that (i) the
product, (ii) the manufacturing and logistics of the product until the client assumes physical control of the product, as
well as (iii) the manufacturer itself (e.g., Hiddn) complies with the requirement specification, the government or military
body will instruct its national approval authority to certify the product and the supplier, in turn allowing them to conclude
a purchase order for the particular product from the particular supplier and start using the product for that particular
use. These types of sales are typically initiated through existing connections or agents, with all but the purchase order
concluded directly between the client and the supplier (the purchase order is often routed through a government
approved distributor). Concluding a process with either of these typically opens for further sales to related bodies
domestically, as well as new sales processes with other countries with whom the initial country has significant security
interaction with.
Hiddn’s strategy also provides a clear direction towards the large and volume driven corporate and retail market. Typical
sales processes in these segments are different from those of the military and government segment described above.
Clients in these segments are typically served by one or many distributors that act as intermediaries, offering a range
of services and products including cybersecurity consultancy, wholesale of 3rd party products and implementation
services. Product sales are hence typically concluded indirectly. Hiddn has commenced efforts on putting in place
distributor agreements with market leading players such as Power International AS, one of the largest retailers of
consumers electronics in the Nordics, in which Hiddn has signed a distribution agreement with.
In addition, general awareness of the manufacturer and its products is important, and general marketing efforts help
both for obtaining new distributor agreements as well as concluding product sales.
Cybersecurity as a Service
To create a secure digital business ecosystem that effectively manages future threats, organizations are increasingly
implementing technologies that continuously monitor and respond to threats, as well as delivering enterprise-wide
visibility into all data activity (internally, as well as incoming and outgoing data traffic).
16 Gartner, The comprehensive guide to presenting risk and information security to your board of directors
https://www.gartner.com/doc/3237924?ref=SiteSearch&sthkw=cyber%20security&fnl=search&srcId=1-3478922254
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Prospectus – Hiddn Solutions ASA
to contain the effects of cyber-attacks and data breaches, and consequently consolidation and a high rate of M&As is
expected in the sector17. A fairly recent example and the highest valued acquisition in the cyber security sector was
completed in September 2016 when Dell acquired EMC for USD 67bn18.
For the attacker, AI and machine learning allows for the automation of data gathering, increasing the plausibility of
large-scale phishing attempts, creating intelligent malware, improving brute-force analysis and a range of other known
and unknown methods of attacking. For the cybersecurity provider, the same technologies allow for automated predictive
and adaptive threat detection and identification, as well as recommending appropriate countermeasures against the
attack in question.
17 http://www.morganstanley.com/ideas/cybersecurity-needs-new-paradigm
18 https://techcrunch.com/2016/09/07/67-billion-dell-emc-deal-becomes-official-today/
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Prospectus – Hiddn Solutions ASA
7.1 Introduction
Hiddn is supplying impenetrable proprietary hardware-based authentication and encryption products. Hiddn’s encryption
product suite offers a distinctly superior level of safety and ensures that sensitive information stays confidential and
unavailable to unauthorized access, even if the device is lost or stolen. Hiddn’s products are currently being used
amongst others by Norwegian Armed Forces, national and Dutch Authorities and on NATO’s Northrop Grumman’s Global
Hawks surveillance drone. Furthermore, consumer-graded security products targeted the more volume driven corporate
and retail market is under development and will be sold through leading distributors. The Group is also supplying secure
cabinets and physical filing systems to government and corporate clients with strict document control regulations through
its subsidiary Finn Clausen Sikkerhetssystemer AS ("FCS").
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Prospectus – Hiddn Solutions ASA
….2016 Started entering into strategic alliances with distributors and partners
Received FIPS Certification 140-2 Level 3 for the USB flash stick (coCrypt) and Laptop1+
Received the “Outstanding Security Performance Award” (OSPA), an award governed by The
Norwegian Business and Industry Security Council (NSR), for best new product in September 2016.
Received interim certification from NBV – level “Confidential” for the 3rd generation internal hard
drive (SafeDisk) in November 2016
First order of the SafeDisk delivered to the Dutch Government, allowing relevant organisations in
the Netherlands to utilise Hiddn’s products at level Confidential
The Company entered into agreement with Hiddn Security AS to acquire shareholdings in Hiddn
Security and on 29 December 2016, the Company completed the acquisition of Hiddn Security, in
which 90.5% of the shares in Hiddn Security was acquired.
Started developing an external hard drive named KryptoDisk after request from key customers
….2017 Successful completion of a rights issue yielding gross proceeds of NOK 69.7 million securing the
Company with sufficient funds to follow the business development plan focused on growing efforts
within sales and marketing as well as R&D.
Renewed certification of coCrypt from NSM and continued to deliver the coCrypt to the Norwegian
Military
Completed additional minority offers and repurchased the remaining outstanding shares in Hiddn
Security AS.
Acquired all outstanding shares in Finn Clausen Sikkerhetssystemer AS.
Carl Espen Wollebekk started as a new CEO of Hiddn Solutions ASA.
Strengthening of the Board of Directors
Reinforced strategy implemented; providing a clear direction targeting the large and growing
corporate and retail market.
Repeated order (SafeDisk) from the Dutch Government
Successful completion of a rights issue yielding gross proceeds of NOK 15.0 million.
Started production of the first series of the KrytoDisk after successful testing by NEMKO.
7.3.1 Introduction
Hiddn is dedicated to research, development, manufacturing, commercialisation and sale of hardware-based encryption,
authentication, and digital content security products to military, government, and large institutions with further
applications in the retail hardware market and within the industrial internet of things. Hiddn’s patented hardware
encryption platform is currently utilized to secure data at rest on laptops, hard disks, USB flash sticks and other storage
media. Furthermore, the Company provides secure physical filing and storage systems through FCS.
Hiddn has recently undergone a strategic repositioning, completed a full overhaul of its core technology, developed
products for which there is a confirmed market place and gained approval from demanding customers. Hence this is an
opportune timing for the Company to embark on a full commercial scaling as well as allowing the Company to take
advantage of the current technology and cybersecurity trend in the marketplace where the complex cybersecurity
situation is pushing companies towards encrypted data exchange.
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Prospectus – Hiddn Solutions ASA
However, although the proprietary software algorithm represented novel intellectual property ("IP"), purely developing
a software algorithm was insufficient to gain customer interest. After receiving funding from venture capitalists in 2009,
Hiddn developed and launched its first prototype product featuring hardware with integrated software – an encrypted
laptop hard drive named SecureD, this brand was changed into [hiddn] and registered. Producing a physical object
attracted some attention (the US Navy purchased some 300 units), however, the shape of the physical drive – some of
which utilised rotating disks – did not match the new form factors developing in the market featuring thinner laptops
and more compact storage media (e.g., solid state drives ("SSD's")). Hiddn also lacked a focused go-to-market plan
featuring amongst others a set of focal clients with a pronounced need for the additional security provided by Hiddn's
product compared to competing products as well as the willingness to pay for it.
After an internal reorganisation, Hiddn decided to continue the focus on military and governmental clients, but also
started to widen the scope including selected large industrial, institutional, and financial corporate clients, to establish a
PoC for further development of its product series for increased long-term volume potential. A restructuring combined
with additions to Hiddn's management team led to the development of an updated software platform and the initiation
of new prototype developments that better harmonised with the changes in form factor (i.e., smaller and thinner laptops,
more use of SSD's, abandonment of side-mounted hard drives, changes in hard drive controller interfaces, etc.).
Hiddn managed to secure collaborations with the National Security Authorities of Norway (NSM) and The Netherlands
(NBV), each with specific product requirements, for testing and validation of the new prototype products under
development, delivering the first new versions in 2014. After lengthy testing processes and several iterations on tidying
up the source code – improving architecture and efficiency – Hiddn's products received certifications for use at Restricted
level from NSM for its 2nd generation internal hard drive (Laptop1+) and an USB stick (CoCrypt) on 12 May 2015.
In November 2016, the Company received an interim approval for its 3rd generation internal hard drive (SafeDisk) for
use at Confidential level in the Netherlands. The interim approval allows relevant public organisations in the Netherlands
to utilise Hiddn's products at level Confidential. Following the approval and the first order in 2016, the Dutch government
has placed repeatedly orders of the SafeDisk in 2017 and 2018.
In the beginning of 2017, Hiddn received renewal of the certification from NSM and continued to deliver the coCrypt to
the Norwegian Military. During 2017 Hiddn has also continued the development and improvement of the Crypto Module
in order to keep Hiddn's product range relevant in the face of new interfaces, formfactors and technologies. Current
efforts have also been focused on developing a new and slightly smaller form factor named "M.2", a standard naming
the shape of the physical disk drive. The new form factor and crypto module supports the products of tomorrow and is
now adopted in Hiddn’s products featuring ultra-thin laptops and compact storage devices.
In March 2018 Hiddn announced that the newly launched KrytpoDisk had been listed on the Norwegian Army’s approved
product list. The GDPR compliant KryptoDisk is the only 2-factor authentication encrypted external solid-state drive on
this list. The KryptoDisk is offering a distinctly superior level of security and ensures that sensitive information stays
confidential and unavailable to unauthorised access, even if the device is lost or stolen. Following this the KryptoDisk
can be ordered and used when classified information is to be stored, handled, and dealt with in compliance with rules
and regulations for the Norwegian Army.
In conjunction with the appointment of Carl-Espen Wollebekk as new CEO and changes to the Board of Directors, a
strategic review and repositioning was performed in 2017. This was done together with the top management. The process
provided a clear direction towards also targeting the large and growing corporate and consumer market.
As a part of the continuing process commercialising Hiddn's product suite, the Company has for some time been in
discussions with Fujitsu relating to a possible OEM (original equipment manufacturer) agreement for Hiddn's encrypted
disk solutions. In March 2018, the Company announced that it had been accepted as a third-party supplier to Fujitsu.
The agreement allows Hiddn’s products into the Fujitsu configuration center and Fujitsu can now sell and deliver Fujitsu
pc’s and notebooks with Hiddn’s embedded secure SafeDisk solutions. Based on this access to the configuration centre,
Hiddn entered into a cooperation agreement with Fujitsu (Scandinavia) for sales and distribution in Norway, Sweden,
Denmark and Iceland.
Fujitsu is currently the only player able to deliver notebooks according to NATO requirements; i.e. products to be
produced in NATO or NATO friendly. As Hiddn is the only player able to provide security products that will not compromise
sensitive data even on stolen and lost devices, the combined solution represents a unique value proposition to existing
and new customers, and in particular within the important and growing business market. Both Hiddn and Fujitsu see a
clear business case for Scandinavia and have calculated the market potential to be significant. Fujitsu Scandinavia and
Hiddn will in cooperation sell and distribute secure and encrypted pc’s and notebooks to all existing and new Fujitsu
customers in Norway, Sweden, Denmark and Iceland. Hiddn also expects to make similar agreements with other
Fujitsu companies in Europe going forward.
At the time of this Prospectus, the Company has entered into a distribution agreement with Power International AS
("Power"). The agreement will facilitate a wide distribution and accessibility of Hiddn’s solutions for secure storage to
the consumer and business market. The solutions will be made available in selected major Power outlets in Norway,
Sweden, Finland and Denmark from Q2 2018.
Hiddn has also started negotiations with other sales channels in order to broaden the distribution of Hiddn’s products in
Europe.
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Prospectus – Hiddn Solutions ASA
7.4 Products
Furthermore, the Company provides secure physical filing and storage systems through its subsidiary Finn Clausen
Sikkerhetssystemer AS
The SafeDisk is the most advanced security solution available for those wanting to safeguard information, data and
applications on a laptop computer. The SafeDisk is enhanced with Hiddn's proprietary encryption engine and shipped
along with a common criteria-validated smart card containing the data encryption key. The SafeDisk is easy to use,
simple to administrate, and ensures the best data protection commercially available.
The encryption engine utilises a 2-factor authentication mechanism which ensures that the SafeDisk-equipped device
can only be accessed by authorized personnel. The two-factor authentication relies on the smart card and a user-specific
password (i.e. something you have and something you know).
As the SafeDisk cannot boot without both the proper smart card and correct user PIN, a stolen or lost hard drive remains
physically secure with all its data protected. Furthermore, as the smart cards are tamper-proofed, the encryption key
cannot be retrieved even if the smart card is lost.
When operating the SafeDisk, the data encryption key is transferred encrypted from the smart card after the correct
password has been typed in. The encryption chip in the SafeDisk deletes the encryption key when the computer is turned
off, so that when the device is turned off, the encryption key is neither stored in the CPU (memory or storage of the
computer) nor in the crypto module. This eliminates concerns about attackers obtaining encryption key information from
the computer.
To Hiddn’s knowledge, no other products are equipped with the same level of security:
Hiddn is focused on keeping the product range compatible with new computer standards and form factors. As modern
netbooks and ultrabooks are becoming slimmer, current efforts have been focused on finishing a new and slightly smaller
form factor named "M.2", a standard naming the shape of the physical disk drive.
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Prospectus – Hiddn Solutions ASA
The new form factor is being adopted in Hiddn’s SafeDisk featuring ultra-thin laptops and compact storage devices.
The KryptoDisk is an external, encrypted USB hard drive. The KryptoDisk features Hiddn's own hardware-based
encryption engine with military-grade security and 2-factor authentication.
It has an embedded keyboard to enable computer-independent password entry and an OLED-display providing user-
friendly instructions on how to operate the drive. It relies on strong two-factor authentication using an alphanumeric
PIN-code and a common criteria-validated smart card for key storage and transfer, making it impossible for an intruder
to access the data on the device without brute forcing a 256-bit AES encryption key.
Hiddn also offers a Card Management System ("CMS") for issuing, managing and deactivating key tokens for Hiddn's
range of encrypted storage devices.
The CMS is a software application that is installed and delivered on a dedicated computer along with a smart card reader-
writer, allowing the IT/security administrator to manage lifecycle functions of the key tokens. Through a logical user
interface, administrators can use the CMS to easily keep track of all key tokens and their assigned users, as well as to
issue, revoke and/or replace keys. The CMS provides the organisation with key escrow features and as such it can create
backup user key tokens if the original is lost, while simultaneously blocking all former key tokens. By enabling an
administrator to supervise all Hiddn devices with their corresponding key tokens and users in an organisation, the CMS
makes it easy to implement Hiddn's military-grade encryption products in a high-security environment.
Through the subsidiary Finn Clausen Sikkerhetssystemer AS, the Company offers a range of secure physical filing and
storage systems. These range from standard office furniture like lockable filing cabinets, via fire-proof cabinets to safes
and strongboxes.
FCS offers storage systems from the in-house brand Fossafe, as well as reselling systems from premium manufacturers
worldwide. The filing and storage systems sold by FCS hold various certifications, including from NSM (the Norwegian
National Security Authority) and RISE (a leading Swedish testing, inspection, calibration and certification institute).
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Prospectus – Hiddn Solutions ASA
The physical filing and storage systems sold under the Fossafe brand through FCS is manufactured by a third party with
solid experience in manufacturing such products. Manufacturing capacity is not expected to represent a constraint for
the Company for the next 24-36 months.
7.5 Technology
Hiddn's digital products fall within the segment of full drive encryption products, meaning that all data is encrypted into
ciphertext before being written to the drive (a drive being a storage medium of some kind) and decrypted into plaintext
when reading from the drive.
Virtually all encryption technologies today implement a standard encryption method called Advanced Encryption
Standard ("AES"), using an encryption algorithm originally developed by two Belgian cryptographers, Joan Daemen and
Vincent Rijmen, that in 2001 was selected by U.S. National Institute of Standards and Technology ("NIST") as the new
standard for advanced encryption up to confidentiality level Top Secret. Depending on the length of the key, i.e., the
number of bits, this encryption method is believed to be impenetrable to a so-called brute force attack – an attack that
utilises advanced computer algorithms to try to decipher encrypted data without possessing the encryption key – as all
global computing power combined is believed to be insufficient for succeeding with such an attack.
(i) software encryption, utilising the computer's own processing capacity to encrypt and decrypt data to / from the
storage device, and
(ii) hardware encryption, utilising a separate microchip with embedded software to perform the ciphering and
deciphering of data.
The software alternative can be implemented on an existing computer by embedding it into the operating system, whilst
the hardware alternative either needs to come with the encryption chip readily built into the computer from the factory
and/or have the laptop opened and modified physically. The software alternative utilises the machines own computing
power and can make the machine noticeably slower as well as less secure to certain type of attacks (e.g., attacks that
read the encryption key from the RAM memory); whilst the hardware version allows for the encryption chip to perform
the additional computation as a separate task without noticeable impact on speed and performance as well as without
storing the key in the operating system.
Hiddn utilises hardware encryption and has developed a code that today is implemented on a field-programmable gate
array ("FPGA"), a microchip designed to be configured after manufacturing. After implementing the source code on the
FPGA the chip is casted onto a hard drive controller card and converted with an epoxy resin to prevent tampering. The
key stored on the previously mentioned smart card is transferred to the FPGA after a process of authentication and
verification; how these steps are performed is based on the company's proprietary source code and represents the core
of what the Company's believes makes Hiddn's solution unique.
Most hardware Hiddns hardware encryption Hiddns USP relative to other hardware encryption solutions
encryption solutions solution
Hiddn's products performs a clean erase of encryption keys once the storage medium either enters "hibernation mode"
or is powered off (for the coCrypt and the KryptoDisk, the latter happens when removing the device from the computer).
Before being able to utilise the products, the data encryption key needs to be transferred from the smart card following
a two-factor authentication process that requires the user to enter a PIN code, which triggers the algorithm in the smart
card to verify that the storage device requesting the key is the correct recipient. After a series of automatic controls, the
key is transferred securely over an encrypted TLS link.
Most other hardware encryption products involve storing the encryption key somewhere either on the device and/or on
the storage drive itself – much like storing the spare key for a car inside the car's glove box, hence allowing an advanced
hacker access to the encryption key provided sufficient time and resources available.
The key benefits of Hiddn’s technology can be summarised as follows:
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Prospectus – Hiddn Solutions ASA
The need for user intervention is removed, thus eliminating the “human factor”.
Performance The encryption hardware device is self-contained. It performs real-time encryption,
independent of computer CPU and operating system leaving no performance
degradation.
Efficient and Vendor independent – the technology can be installed on any brand of laptop, on any
economical operating system and on any file system.
implementation The Hiddn internal hard drive can simply be installed in the laptop and the encrypting of
data can begin. No software drivers are required.
The encryption is performed automatically without the need for user interference. No
user training is needed, just insert the Key Token (smart card) into the card reader and
enter the personal PIN.
The relative cost of protecting data on a laptop is low when compared to the costs of
remediation.
Audited and Limits potential liability if the laptop is lost or stolen.
accountable The crypto module encrypts the entire disk; there is no option to perform partial
encryption methods encryptions,
The encryption of data can never be turned off and the laptop is inaccessible without the
security intact, this limits the risk of human error.
During the first decade, Hiddn spent time on developing a source code without a concrete product, then developed a
prototype product without appreciating trends in technical standards and/or customer requirements, before finally
understanding that the unique benefits of its IP would best be exploited – technically and financially – by addressing
customers with a specific need that only Hiddn's IP could fill.
The development of its current products has happened in collaboration with NSM (mainly focused on an encrypted USB
flash stick for military use at level Restricted) and with the NBV (mainly focused on an encrypted hard drive for
governmental use at level Confidential). Both institutions scrutinised the market place before concluding that Hiddn was
offering a level of security that no other manufacturer was able to provide and being national security agencies, both
NSM and NBV had the technical expertise for advanced testing and the ability to guide Hiddn in completing necessary
upgrades to convert prototypes into certifiable products. Furthermore, the level of confidentiality required meant that
Hiddn's prototypes were scrutinised by these agencies to a level no other products had been (as no other products
featured the necessary level of specifications in the first place).
Going forward, Hiddn's commercial strategy will continue to revolve around such markets by furthering the dialogue and
sales with existing customers as well as building on existing efforts to make the original product range of military-grade
security products available and attractive to the large corporation segment. As having the highest security available is
less of a binary issue with such customers (as compared to the military and government sector), this requires Hiddn to
place increased focus on cost, ease of use and marketing.
With regards to cost, the Company has identified parts of the production value chain that can be eliminated, automated
or streamlined given a certain scale of production. Additionally, the Company has started preparing to transfer its
proprietary encryption engine from an FPGA (see Section 7.5 "Technology") to an ASIC, a move that will require some
upfront capital expenditures, but which leads to lower unit costs and a physically smaller, faster and less power-hungry
encryption engine that will be compatible with Hiddn's entire range of encrypted data storage solutions.
Considering ease of use, the choice to develop a USB hard drive (KryptoDisk) was partially driven by feedback from the
corporate segment. The KryptoDisk was designed with aesthetics and portability in mind and has gone through extensive
user testing to ensure that it is easy to use. Furthermore, continuous development of the current encryption engine and,
in the medium term, the completion of the ASIC, will enable even higher operation and transfer speeds.
Third, the Company has taken measures to strengthen its sales and marketing function. The role of sales manager has
been strengthened and streamlined, allowing the person filling the role to spend less time on other administrative duties
and more time performing sales and marketing activities and attending trade shows. This includes positioning the
Company favourably with regards to the new GDPR regulative (see Section 6.2.3 "Governmental regulations and
legislative requirements"), effective from May 2018, which the Company believes will contribute strongly to placing cyber
security higher on the agendas of the corporate segment.
In line with the Company's strategy, a push towards the more price sensitive but volume driven consumer and SME
segment has also been initialised.
As a part of the continuing process to improve and commercialise Hiddn's product suite, the Company has established
an advisory board comprised of highly experienced individuals with commercial, security and engineering backgrounds.
41
Prospectus – Hiddn Solutions ASA
The advisory board provides advisory to the Company's board of directors in connection with the strategies and
development plans outlined herein, see Section 10.7 "Advisory board".
The above strategies are supported by specific targets focused on progressing the company towards a cash flow positive
operation with a significant market presence within high-end encrypted cybersecurity in the EU and NATO:
Increase volume and expansion of customer base: The company's sales strategy is funded on three pillars (i)
build and maintain direct relationships with Key Opinion Leaders with the help of agents, (ii) expand distributor
network to serve institutions and large corporates, and (iii) pursue small-to-medium sized businesses and
consumers through OEM (original equipment manufacturer) partnerships and retail distributors. To implement this
strategy the company has recently strengthened its sales organisation with a former territorial account manager
from one of the larger cybersecurity players and expanded the sales strategy to include more quickly moving
customers, albeit still high end.
Improve margins: The company is working on several R&D projects to (i) improve and optimise unit costs of the
products, as well as (ii) to amend the internal physical architecture and engineering of the current products to
optimise manufacturing.
Complement the product portfolio: On the back of reversed enquiries from existing and new clients the company
is working on prototyping new products to complement its current product offering.
R&D – retain and expand technological advantage: The company has always invested significant portions of
its available funding on research and development. With certified products, a customer base to scale from and a
PoC to market, the company intends to invest significant funds in a range of technology advancing projects going
forward.
The Company will also increase its focus on strategic business development, including:
Alternative uses of the IP: The Company’s core IP revolves around the steps of (i) authentication, i.e., a one- or
two-way verification of the identity of the counterparty and the establishment of "trust" between the parties, and
(ii) the transfer of an encryption key in a secure manner from one secure location to another. If the first two steps
are performed without the authentication code or the encryption key being compromised, the data exchange that
follows will remain secure. Hiddn is currently utilising this IP to (i) protect data-at-rest as well as to (ii) protect
devices from unauthorised use by third parties, however, the IP has many alternative applications, especially within
the Industrial Internet of Things ("IoT"), where industrial devices and sensors are connected to a central hub /
system through internet).
Strategic growth: The Company recognises its position as a small, niche player in a large and growing ecosystem
of cybersecurity providers and consultants. It will hence form a natural and integral part of the company's mid-to-
long term strategy to search for and engage in both mergers and acquisitions as well as joint ventures. Hiddn
intends to focus on synergistic M&A transactions; either entailing complementary technology, companies with
existing market presence / distribution network, and/or companies with a profitable revenue base.
The strategies outlined above requires additional funding going forward – mainly relating to increased development
costs, such development costs mainly relating to payroll costs for the Company’s technical employees, as well as
increased sales and marketing efforts.
Other than the above, the Group has not entered into any material contracts outside the ordinary course of business for
the two years prior to the date of this Prospectus. Further, the Group has not entered into any other contract outside
the ordinary course of business which contains any provision under which the Group has any obligation or entitlement
that is material to the Group as of the date of this Prospectus.
The patent covers a large number of claims relevant to any secure data storage solution and transfer of keys related to
secure storage solutions, including:
Encryption of any type of media (e.g., hard disk, tape, memory sticks, memory cards, etc.)
Use of more than one encryption key to encrypt different addressable data blocks on a single media where selection
of key depends on address of data (e.g., logical address, physical address, user area, block id, etc.)
Encryption keys stored as tokens (e.g., smart card, key ring, plug-in module, contactless smart card, SIM card,
etc.)
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Prospectus – Hiddn Solutions ASA
Keys are transferred from token to encryption unit by any means (e.g., wire, fibre, radio, IR) using any form of
encrypted channel.
The patents are important in respect of the Group's freedom to operate, however, none of the patents are considered
business-critical. The table below provides a list of patents held by the Group:
Case Property
Case Ref. Official No. Title Status Case Type Country Type Expiry date
Method and system for
E26559 7434069 Registered Properties USA Patent 30 September 2024
encruption/decruption of data
Method and system for Dead on
E26768 PCT/NO02/00342 Properties PCT Patent N/A
encruption/decruption of data conversion
Method and system for Withdrawn
E35013 1442349 encruption/decruption of data officially at Properties EPO Patent 25 September 2022
on mass storage device IPO
Method and system for 25 September 2022
E35014 331504 encruption/decruption of data Registered Properties Norway Patent
on mass storage device.
Method and system for 25 September 2022
E35015 161027 encryption/decryption of data Registered Properties Israel Patent
on mass storage device.
Method and device for 25 September 2022
E35016 242626 encryption/decryption of data Registered Properties India Patent
on mass storage device.
Method and system for 25 September 2022
E35017 103618 Registered Properties Singapore Patent
encruption/decruption of data
Method and system for 25 September 2022
Republic of
E35018 10-0692425 encruption/decryption of data Registered Properties Patent
Korea
on mass storage device.
Method and system for 25 September 2022
E35019 ZL02823349.2 Registered Properties China Patent
encryption/decryption of data
Method and system for 25 September 2022
E35020 2004/2355 Registered Properties South Africa Patent
encryption/decryption of data
Method and system for 25 September 2022
E35022 2002326226 encruption/decruption of data Registered Properties Australia Patent
on mass storage device.
Method and system for 25 September 2022
E35023 4,734,585 Registered Properties Japan Patent
encryption/decryption of data
Method and system for Russian 25 September 2022
E35024 2298824 Registered Properties Patent
encryption/decryption of data Federation
Method and device for 25 September 2022
E35025 2,461,408 encryption/decryption of data Registered Properties Canada Patent
on mass storage device.
Method and system for 25 September 2022
E42186 HK1075945 Registered Properties Hong Kong Patent
encryption/decryption of data
2-factor authentication for
P61303140NO Under
20160065 network connected storage Properties Norway Patent 13. January 2036
00 examination
device
2-factor authentication for
P61303140PCT PCT/NO2017/0500 Application
network connected storage Properties PCT Patent N/A
00 13 filed
device
At the same time the Company has, and will continue to, carry out projects aimed at reducing manufacturing costs,
including developing and implementing an ASIC, as well as projects aimed at expanding the Company's product offering
along existing and new dimensions.
In the medium term, the Company will investigate other applications of its IP within the confines of existing network
and hardware infrastructure, i.e., applications of the Company's proprietary source code that require no physical changes
to customers' hardware and network infrastructure per se.
During 2016 and 2017, Hiddn's operational expenses pertaining to R&D-activities amounted to approximately NOK 8.7
million and NOK 19.5 million, respectively. Such costs related to, inter alia, personnel costs, project management,
standardized equipment and components for use in developing Hiddn’s products. During 2018 an up until the date of
this Prospectus, costs related to R&D activities has amounted to approximately NOK 5.4 million.
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Prospectus – Hiddn Solutions ASA
Notwithstanding the foregoing, it is in the opinion of the Company that the existing business or profitability is not
dependent on any patents, licenses, industrial, commercial or financial contracts.
Other than the above, Hiddn is not aware of any governmental, legal or arbitration proceedings including any such
proceedings which are pending or threatened, during a period covering at least the previous 12 months which may, or
have had in the recent past significant effects of Hiddn’s financial position or profitability
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Prospectus – Hiddn Solutions ASA
8.1 Introduction
The selected financial information presented in this Section 8 has been derived from the Financial Statements and the
Interim Financial Information, incorporated by reference to this Prospectus, see Section 16.1 "Cross reference table".
On 29 December 2016, the Company completed the acquisition of Hiddn Security. Before the acquisition, the Company
was a non-operating company with minimal net assets listed on Oslo Børs. The transaction is scoped out of International
Financial Reporting Standard 3 "Business Combinations" as the Company did not meet the definition of a business at the
acquisition date.
Although the Company was the formal acquirer in the reverse transaction, Hiddn Security was considered to be the
acquirer for accounting purposes. As such, the audited financial statements for the financial year 2016 and 2015
presented below are based on Hiddn Security's historical financial statements until completion of the acquisition of Hiddn
Security on 29 December 2016.
The financial information set forth herein should be read in conjunction with, and is qualified in its entirety by reference
to, the Financial Statements, Interim Financial Statements and related notes, incorporated by reference to this
Prospectus (see Section 16.1 "Cross reference table").
Cost of materials and services ....................... (4,436) (314) (11,690) (3,572) (2,217)
Payroll expenses .......................................... (7,093) (2,660) (19,340) (9,231) (5,178)
Depreciation and amortization ....................... (179) (114) (468) (144) (145)
Other operating expenses ............................. (7,093) (25,995) (33,185) (33,481) (15,581)
(8,687) (25,671) (47,048) (39,948) (18,195)
Operating loss ...........................................
Net profit/(Loss) for the period ................ (8,998) (26,920) (47,977) (41,981) (18,477)
Total comprehensive income for Hiddn equals loss for the period as set out in the table above.
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Prospectus – Hiddn Solutions ASA
Year ended
31 December
2017 2016 2015
In NOK 1,000
(unaudited) (audited) (audited)
ASSETS
Non-current assets
Property, plant and equipment......................................................................... 279 141 53
Goodwill........................................................................................................ 7,771 - -
Other intangible assets ................................................................................... 4,325 - -
Total non-current assets ............................................................................. 12,375 141 53
Current assets
Inventory ...................................................................................................... 6,851 1,465 1,234
Accounts receivable ........................................................................................ 3,285 1,008 252
Other receivables ........................................................................................... 6,908 4,102 2,265
Cash and short-term deposits .......................................................................... 12,005 3,211 1,885
Total current assets .................................................................................... 29,049 9,786 5,636
Equity
Share capital ................................................................................................. 25,364 12,162 11,342
Additional paid-in capital ................................................................................. 178,245 81,820 66,116
Other paid-in capital ....................................................................................... 13,243 12,904 12,780
Accumulated losses ........................................................................................ (200,313) (130,183) (90,324)
Non-controlling interest .................................................................................. - (2,028) -
Total equity ................................................................................................. 16,539 (25,325) (86)
Non-current liabilities
Convertible debt ............................................................................................ 900 1,286 -
Total non-current liabilities ......................................................................... 900 1,286 -
Current liabilities
Current portion of long-term debt .................................................................... 7,070 8,030 1,859
Overdraft facilities .......................................................................................... - 11,095 -
Trade payables .............................................................................................. 9,301 8,053 1,849
Social security payable, etc. ............................................................................ 1,093 844 322
Other short-term debt .................................................................................... 6,521 5,944 1,745
Total current liabilities ................................................................................ 23,985 33,966 5,775
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Prospectus – Hiddn Solutions ASA
Net change in cash and cash equivalents ............................................ 8,794 1,326 564
Cash, cash equivalents and overdraft facilities at the beginning of the
3,211 1,885 1,321
period ............................................................................................
Cash and cash equivalents at end of the period ............................ 12,005 3,211 1,885
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Prospectus – Hiddn Solutions ASA
Equity as of 1 January 20173 ..... 12,162 81,820 12,904 (130,183) (2,028) (25,325)
Total comprehensive income ......... - (47,485) (492) (47,977)
Share based payment ................... - 339 339
Share issue ................................. 10,750 73,948 84,698
Share issue transaction costs ........ (6.502) (6,502)
Shares issued in business 1,360 10,600 11,960
combination ................................
Repurchase of NCI ....................... 1,092 18,379 (21,759) 2,288 -
Repurchase of NCI - cash .............. - (886) 232 (654)
Equity as of 31 December 2017 25,364 178,245 13,243 (200,313) - 16,539
1 Audited figures pursuant to IFRS derived from Hiddn's Financial Statement 2015.
2 Audited figures pursuant to IFRS derived from Hiddn's Financial Statement 2016.
3 Unaudited figures pursuant to IAS derived from Hiddn’s Interim Financial Statement for fourth quarter of 2017.
Historically, Hiddn has dedicated most of its resources to research and development of its hardware-based encryption
authentication and digital content security products to military and governmental institutions. The products and
technology development processes have been done in close cooperation with the national authorities of Norway (NSM)
and the Netherlands (NBV) and has secured valuable Proof of Concept form clients with strict security requirements.
In May 2015 an important milestone was reached when Hiddn received certification from NSM. Following this, Hiddn
has on a continued basis been delivering coCrypts to the Norwegian Armed Forces. The main sale revenues in 2015 were
related to the coCrypt. During 2015, Hiddn was also selected to supply cryptographic solutions to NATO’s Northrop
Grumman’s Global Hawks surveillance drone, one of the most advanced aircrafts in the world.
In 2016 Hiddn started to recruit key personnel in order to ramp up R&D and sales activities and also started preparing
entering into strategic alliances with distributors and partners. Hiddn dedicated a lot of its resources developing the 2nd
generation of the coCrypt. The Company also continued the certification processes. Hiddn was first awarded with FIPS
Certification 140-2 Level 3 for the coCrypt and the 2nd generation of the internal hard drive (Laptop1+). In November
2016 Hiddn reached a major milestone when the 3rd generation of the internal hard drive (SafeDisk) was approved by
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Prospectus – Hiddn Solutions ASA
NBV, allowing relevant public authorities in the Netherlands to utilise the SafeDisk for secure storage of information
classified as Confidential. Shortly after the approval was granted, Hiddn completed the first of several deliveries to the
Dutch Government. Sales revenue in 2016 remained at the same level as in 2015 and came from sale of the USB flash
stick and the internal hard drive.
During 2017 a comprehensive review of the Company’s technology and strategy was made. The focus going forward is
to capitalise on the significant investments made to date and embark on a full commercial scaling targeting the large
and growing corporate and retail market and taking advantage of the current technology and cyber security trend in the
market place. As a part of this strategic initiative, Hiddn started prototyping an external USB hard drive named
KryptoDisk with built in hardware encryption and two factor authentication. The production of the first series of the
KryptoDisk was started at the end of 2017 after successful testing by NEMKO. Hiddn also made significant investments
in finishing an improved crypto module and a new and significantly smaller form factor named m.2, a standard naming
the shape of the physical drive. In 2018, this new form factor and crypto module will be adopted in Hiddn’s product
offerings featuring ultra-thin laptops and compact storage devices.
In 2017 Hiddn acquired Finn Clausen Sikkerhetssystemer (FCS). The major increase in sales revenues in 2017 was
related to FCS being included with accounting effect from 1 June 2017.
8.6.2 The financial performance for the three-months ended 31 December 2017 compared to the three-months ended
31 December 2016
In fourth quarter 2017 Hiddn recorded other income related to Skattefunn (tax credits) of NOK 3.8 million compared to
NOK 1.9 million during the same period in 2016
Payroll expenses were NOK 7.1 million in the fourth quarter 2017 compared to NOK 2.7 million during the same period
in 2016, an increase of NOK 4.4 million. The increase was primarily attributable to continued strengthening of the
Other operating expenses for the fourth quarter 2017 amounted to NOK 7.1 million compared to NOK 26.0 million during
the same period in 2016, a decrease of NOK 18.9 million. Included in the figures for 2016 were merger and acquisition
costs related to the reversed acquisition of NOK 6.4 million in share-based payment, 12.4 in listing cost and other merger
and acquisition related costs.
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Prospectus – Hiddn Solutions ASA
8.6.3 The financial performance for the year 2017 compared to 2016
In 2017 Hiddn recorded other income related to Skattefunn (tax credits) of NOK 3.8 million compared to NOK 2.7 million
during the same period in 2016. Included in the figures for 2016, was a subsidy effect of NOK 0.5 million related to a
loan from Innovation Norway and NOK 0.3 million as a government grant from Innovation Norway related to Hiddn’s
research and development activities.
Payroll expenses increased by NOK 10.1 million from NOK 9.2 million in 2016 to NOK 19.3 million in 2017, an increase
of 110%. This increase was primarily attributable to the Company hiring 6 more employees and the acquisition of FCS.
Other operating expenses for 2017 was NOK 33.2 million compared to NOK 33.5 million in 2016. Included in these
figures were one-time related expenses related to the reversed acquisition of Hiddn and corporate restructuring. Other
operating expenses excluding these one-time expenses was NOK 27.8 million in 2017 compared to NOK 14.7 million in
2016, an increase of NOK 13.1 million or 89%. The increase was primarily attributable to increased R&D consultancy
and related expenses for further development of the technology and product suite, merger and acquisition cost and
listing fees, strengthening of the organisation and increased general corporate expenses including FCS.
Depreciation and amortisation expenses amounted to NOK 0.47 million in 2017 compared to NOK 0.14 million in 2016.
During 2017, Hiddn spent significant resources on the development of the first generation of the KryptoDisk. Significant
resources were also spent on finishing an improved crypto module and a new and significantly smaller form factor (m.2)
in order to comply with ultra-thin laptops and storage devices. Dedicated resources were also invested on the continued
certification processes.
The Company recruited key personnel in order to escalate R&D, corporate development and sales. Consequently, payroll
expenses including management for hire increased by NOK 12.5 million or 106 % from NOK 13.3 million in 2016 to NOK
25.8 million in 2017. Total operating expenses was NOK 64.7 million in 2017 compared to NOK 46,4 million, an increase
of NOK 18.3 million or 39%. The increase was primarily attributable to increased R&D consultancy and related expenses
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Prospectus – Hiddn Solutions ASA
for further development of the technology and product suite, merger and acquisition cost and listing fees, strengthening
of the organisation and increased general corporate expenses including FCS.
Cash used for investing activities was 435 thousand in 2017 compared to cash provided by investing activities of NOK
1,411 thousand in 2016 (cash acquired in merger).
Cash flow provided by financing activities increased by NOK 44.7 million or 234% from NOK 19.1 million in 2016 to NOK
63.8 million in 2017. Cash received from share issues, net of transaction costs, was NOK 78.2 million in 2017. There
was no cash received from shares issues in 2016. The Company made repayments of loans of NOK 13.8 million in 2017
and purchase of non -controlling interest in Hiddn Security AS of NOK 654 thousand. In 2016, net proceeds from loans
was NOK 19.1 million.
8.6.4 The financial performance for the year 2016 compared to 2015
Hiddn recorded other income of NOK 2.7 million in 2016 related to Skattefunn (tax credits) compared to NOK 1.7 million
in 2015. Included in the figures for 2016, was a subsidy effect of NOK 0.5 million related to a loan from Innovation
Norway and NOK 0.3 million as a government grant from Innovation Norway related to the R&D activities of Hiddn.
Payroll expenses increased by NOK 4.1 million or 78% from NOK 5.2 million in 2015 to NOK 9.2 million in 2016. This
increase was primarily attributable to the Company hiring new employees towards the end of 2015 in order to ramp up
R&D and sales.
Other operating expenses increased by NOK 17.9 million or 115% from NOK 15.6 million in 2015 to NOK 33.5 million in
2016. Included in the figures for 2016 were merger and acquisition costs related to the reversed acquisition of NOK 6.4
million in share-based payment and NOK 12.4 million in listing cost.
Depreciation and amortisation expenses amounted to NOK 0.15 million in 2016, the same amount as in 2015.
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Prospectus – Hiddn Solutions ASA
Included in the figures for 2016 were merger and acquisition costs related to the reversed acquisition of NOK 6.4 million
in share-based payment and NOK 12.4 million in listing cost.
Cash from investing activities was NOK 1,411 thousand in 2016, while the investment cash flow for the comparable
period in 2015 was NOK 0. The increase is mainly attributable to the NOK 1.6 million in cash acquired in the merger
between Hiddn Solutions ASA and Hiddn Security AS.
Cash flow provided by financing activities fell by 14% to NOK 19.1 million in 2016, compared to NOK 22.1 million in
2015.
Equity raised, net of proceeds, in 2016 was NOK 0 in 2016 (although some instruments had equity components). The
Company raised NOK 22.4 million in new debt, including NOK 8 million from Innovasjon Norge, NOK 4.7 million from
DnB Bank ASA, NOK 1.7 million in convertible debt, and NOK 8 million in short-term loans from shareholders. The
Company repaid NOK 3.4 million including NOK 1.9 million in short-term loan from shareholders and NOK 1,5 million in
old loans.
Equity raised, net of proceeds, in 2015 was NOK 22.1 million, while the company received net proceeds from loans of
NOK 0.
On this background, Hiddn initiated development of a second generation more advanced coCrypt with a true two-factor
authentication system as a key feature. The first second generation prototypes were assembled in January 2016. The
original plan was to finalise the new design by end of the first quarter of 2016 to allow production to commence in April
2016. However, new security requirements demanded a firmware revision before finalising the product. Combined with
efforts to reduce unit costs for the second-generation product this resulted in a two months' delay to the production
start. During this period Hiddn continued to produce and supply the market with the first-generation product, albeit
balancing production volumes to avoid getting stuck with a large surplus of former generation devices in stock.
In June 2016, Hiddn could apply for an official security approval necessary for use at level "Restricted" in the Norwegian
Armed Forces. Volume production of the second generation coCrypt commenced during the third quarter of 2016. Due
to a successful balancing of production and sales, Hiddn managed to reduce its stock of the first generation coCrypt from
a sizeable level at the end of 2015 to a rather insignificant level the end of 2016. Although developing a technically more
advanced product, Hiddn has managed to reduce unit costs from the first to the second generation coCrypt, even despite
suffering slightly higher raw material costs and performing more advanced production tests.
In 2017 Hiddn continued to produce and supply the market with the second-generation of the coCrypt with the main
customer being the Norwegian Armed Forces. Going forward, management sees opportunities for cost reductions,
including developing proprietary design application specific modules replacing some of the costlier components utilised
today.
Hiddn’s encrypted disks, feature better margins than the first generation coCrypt. However, certain hardware
components in these products feature greater variations in availability and market prices than those used in the coCrypt.
The market is currently undergoing a change in the mSATA SSD device standards towards a new and slightly smaller
form factor named "M.2". While adopting the new form factor in its products, the management has been focused on
securing current mSATA SSD disks to avoid a disruption to its manufacturing.
Margins for Hiddn’s encrypted disks units follow current general market prices for hardware encrypted disk systems.
Selling prices and margins typically increase with disk capacity and Hiddn is experiencing a marketplace trending towards
higher storage capacity.
During 2017 Hiddn made significant investments in finishing the new and slightly smaller form factor (m.2) and the
improved crypto module. The new form factor and crypto module are now being adopted in Hiddn’s product offerings
featuring ultra-thin laptops and compact storage devices.
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Prospectus – Hiddn Solutions ASA
NEMKO, the first product series were produced during 4th quarter of 2017. As of the date of this Prospectus, Hiddn has
started introducing this USB Drive to the market.
8.8 Information regarding governmental, economic, fiscal, monetary or political policies or factors that
have materially affected, or could materially affect, directly or indirectly, the issuer's operations
There are no governmental, economic, fiscal, monetary or political policies or factors that have materially affected, and
the Company is not aware of any such factors that could materially affect, directly or indirectly, Hiddn's operations.
8.9 Investments
As of the date of this Prospectus, however, the Group has no principal investments in progress or made any form of
commitments relating to principal future investments.
8.9.2.1 R&D
During the financial period covered by this Prospectus up until the date of this Prospectus, Hiddn has had significant cost
related to R&D activities. However, Hiddn has not made any principal investments in this respect. All amounts relating
to R&D has been categorised as operational expenditures since 2014. Please refer Section 7.9 "Research and
development" for further information on Hiddn's operational expenditures related to R&D.
The purchase price allocation in the transaction is presented in the table below:
142
Property, plant and equipment .............................................................................................................................................
4,692
Other intangible assets ........................................................................................................................................................
4,404
Inventory ..........................................................................................................................................................................
2,159
Receivables ........................................................................................................................................................................
153
Cash and short term deposits ...............................................................................................................................................
(1,371)
Deferred tax liabilities..........................................................................................................................................................
(2,832)
Trade payables ...................................................................................................................................................................
(2,667)
Other short-term debt .........................................................................................................................................................
4,680
Total identifiable net assets at fair value .........................................................................................................................
7,771
Goodwill ...........................................................................................................................................................................
8.10 Auditor
The Company’s auditor is Ernst & Young AS ("Ernst & Young"). The address of the auditor is Dronning Eufemias gate
6, 0154 Oslo, Norway. Ernst & Young AS is a State Authorized Public Accountant (Norway) and a member of Den Norske
Revisorforening (The Norwegian Institute of Public Accountants).
The Financial Statements for 2015 and 2016 for Hiddn executed pursuant to IFRS, incorporated by reference hereto (see
Section 16.1 "Cross reference table") have been audited by Ernst & Young. The audit report for both years includes a
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Prospectus – Hiddn Solutions ASA
qualification in respect of adjustments to inventory and cost of goods sold. Ernst & Young did not observe the counting
of the physical inventories at 1 January 2015, 31 December 2015 and 1 January 2016 as they were appointed as auditors
for Hiddn in November 2016. The reason for the qualification was that Ernst & Young were unable to obtain sufficient
appropriate audit evidence about the inventory quantities held at 1 January 2015 and 31 December 2015. Consequently,
they were unable to determine whether any adjustments to the inventory and cost of goods sold were necessary.
Ernst & Young AS has not audited, reviewed or produced any report on any other information provided in this Prospectus
During the period of the historical financial information presented herein, the Company's subsidiary Hiddn Security has
changed its auditor from BDO AS to Ernst & Young. The reasoning for the change was that Hiddn Security should have
the same auditor as its parent company after it was acquired.
Ownership
Shareholder Position percentage SLM
SLM Partners invoiced the following amounts for services provided in 2017:
Ownership
Shareholder Position percentage SLM
During the year, 4 employees from SLM Partners AS has provided services to Hiddn.
Long-term debt
During the 2nd quarter 2017, Hiddn repurchased long-term debt of NOK 500 thousand from Øystein Tvenge, the
Chairman of the Board. The debt’s original maturity date was March 2019.
FCS
Hiddn acquired FCS AS in 2017 from Finn Clausen Gruppen AS. Finn Clausen AS is owned 80% by Wollebekkgruppen
AS which is jointly owned by Hiddn’s new CEO, Carl Espen Wollebekk and his wife.
FCS invoices the former group companies in Finn Clausen Gruppen AS for cost sharing of office lease, salary cost etc. In
the period from June – December 2017, FCS invoiced these companies NOK 497 thousand.
8.12 Significant changes in the Group's financial or trading position since 31 December 2017
Other than the contemplated Rights Issue, there has been no significant changes in the Group's financial or trading
position since 31 December 2017.
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Prospectus – Hiddn Solutions ASA
The following table have been derived from the Hiddn's Interim Financial Information for the three and twelve months
ending 31 December 2017 and set forth Hiddn's capitalization and indebtedness per 31 December 2017.
As of
In NOK 1,000 31 December
2017
(unaudited) Notes
Indebtedness
Total current debt .................................................................................................... 23,985
- Guaranteed and secured1,2 ........................................................................................ 7,070
- Secured2 ................................................................................................................. 2,295
- Unguaranteed/unsecured .......................................................................................... 14,620
Net indebtedness
(A) Cash and bank deposits ......................................................................................... 12,005
(B) Cash equivalents ................................................................................................... -
(C) Trading securities .................................................................................................. -
(D) Liquidity (A)+(B)+(C) ....................................................................................... 12,005
1 Hiddn's guaranteed debt relates to a guarantee made by certain shareholders in connection with the loan of NOK 8 million granted
by Innovasjon Norge, as further described in note 16 of the Group's Financial Statements for 2016. .
2 Innovasjon Norge has security of NOK 8.5 million in Hiddn's machinery and plant, NOK 11.5 million in Hiddn's inventory and NOK
11.5 million factoring security, in connection with the loan granted. In addition, the Company's subsidiary FCS has a factoring
agreement for its accounts receivable whereby FCS can finance up to 85% of its outstanding accounts receivables. The debt is
fully secured by the outstanding accounts receivable
Notes
1. (E) Current financial receivables of NOK 4,157 thousand per 31 December 2017 consist of the financial receivables
included in Accounts Receivable (NOK 3,285 thousand) and Other Receivables (NOK 872 thousand) in the statement
of financial position at 31 December 2017. The line item Other Receivables amounts to NOK 6,907 thousand, but
non-financial items of NOK 6,035 thousand have been excluded from the table. The non-financial items include VAT
receivable, prepayments, and receivable from Skattefunn (government receivable).
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Prospectus – Hiddn Solutions ASA
2. (H) Other current financial debt of NOK 14,911 thousand consists of Trade Payables (NOK 9,301 thousand) and
financial liabilities of NOK 5,610 included in Other Short-Term Debt in the statement of financial position at 31
December 2017. The line item Other Short-Term Debt amounts to NOK 6,521, but non-financial items of NOK 911
thousand have been excluded.
There have been no significant changes to the Group's capitalisation or indebtedness since 31 December 2017.
The Rights Issue is guaranteed with the Underwritten Amount of NOK 30 million, which will cover the Group's operational
expenditures during the next 12 months, however not covering the Group's expansive business strategy going forward,
see 7.6 "Commercialisation strategy and development plan".
In March 2018, the Company was granted a short-term loan of NOK 10 million from DNB Bank ASA. The purpose of the
loan is the to provide the Company with short-term liquidity and will be repaid in its entirety following the Rights Issue,
and no later than May 2018. The loan is contingent upon the Underwriting Agreement and secured with pledges over
the Group's inventory, receivables and machinery and plant.
Hiddn has one loan with Innovation Norway with a principal amount of NOK 7.4 million. The loan was granted in May
2016 and carries an interest of 4.95% p.a. The agreement includes the opportunity for an additional final loan payment
of NOK 2 million that will be disbursed provided that Hiddn submits documentation on their business development that
Innovation Norway finds adequate to support their future debt servicing capacity within 30 October 2018. The loan has
covenants relating to the level of equity and working capital as well as change of control. As of 31 December 2017,
The loan from Innovasjon Norge has covenants relating to the level of equity and working capital as well as change of
control. In addition to Innovasjon Norge's standard covenants, available on its website, the loan is contingent on the
following special covenants:
As of 31 December 2017, Hiddn did not comply with the equity covenant, however Hiddn has received confirmation from
Innovation Norway that they will not declare a breach in this respect.
Other than the loan agreement between Hiddn and Innovation Norway pursuant to which the funding must be used for
specific purposes, there are no restrictions on the Group's use of its capital resources. There are no restrictions on the
Group's use of capital resources that could materially affect the Group's operations.
In the event that the Group doesn’t succeed in raising proceeds above NOK 30 million in the Rights Issue (corresponding
to the NOK 30 million Underwritten Amount), the Group will likely need additional funding following expiry of the above
mentioned 12 months period.
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Prospectus – Hiddn Solutions ASA
1 The Company’s board members are elected for a term of two years at a time.
2 1,132,271 Shares owned personally and 10,605,969 Shares held through Intelco Concept AS, a company owned by Øystein
Tvenge (49%) and his family.
3 Held trough Dallas Asset Management AS, a company wholly owned by Jan Christian Opsahl.
4 The options have an exercise price of NOK 2.0 per Share and vest with 1/2 on 1 July in each of 2018 and 2019. Options not
exercised expires without compensation on 1 July 2019.
The Company’s registered office address at Nedre Vollgate 4, 0158 Oslo, Norway serves as c/o addresses for the
members of the Board of Directors in relation to their directorships of the Company.
Current directorships and senior management positions . Intelco Concept AS (chairman), Helsebygg Holding AS
(chairman), Vernix Pharma AS (board member), Sameiet
Drammensveien 114 (chairman), Vika Motion KS (board
member)
Previous directorships and senior management positions
last five years ........................................................... SLM Partners AS (chairman).
Current directorships and senior management positions . Villoid AS (board member), Pandox (board member), Oslo
Business Region (advisor).
Previous directorships and senior management positions
last five years ........................................................... Liquid Barcodes (CEO, founder), SixBondstreet (board
member, founder), Villoid AS (CEO, founder), Telenor
Mobile Media (CEO).
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Prospectus – Hiddn Solutions ASA
Current directorships and senior management positions . Confrere AS (CEO, funder), Svein Willassen AS (CEO,
founder)
Previous directorships and senior management positions
last five years ........................................................... Telenor Digital AS (board member).
Current directorships and senior management positions . Dallas Asset Management AS (chairman), Storebrand
ASA (Non-executive director).
Previous directorships and senior management positions
last five years ........................................................... NEL ASA (board member), REC ASA (board member)
Current directorships and senior management positions . Hiddn Solutions ASA (board member), Ayfie Group AS
(CFO), VirtualWorks AS (board member), Ayfie
Inc.(board member), Webstep ASA (board member),
Kvinnesiden AS (chairman).
Previous directorships and senior management positions
last five years ........................................................... LINK Mobility Group ASA (CFO, EVP M&A, board member)
Employed with
Name Current position within the Group the Group since Shares Options3
Carl Espen Wollebekk ...... Chief Executive Officer 1 June2017 4,350,0002 1,500,000
Hege Anfindsen1 ............. Chief Financial Officer 1 October 2016 None None
Hans Willy Flisnes ........... Sales and Marketing Director 1 May 2011 142,000 510,000
Erik Solhjell1 ................... Production and logistics manager 1 October 2014 35,000 None
Atle Haga ....................... Chief Technology Officer Hiddn Security AS 1 May 2012 100,000 510,000
Svein M. Birkemoe .......... R&D Manager 1 January 2018 None 300,000
1 Hege Anfindsen and Erik Solhjell provides services to the Company through management-for-hire contracts.
2 Held through Wollebekkgruppen AS, a company held by Mr. Wollebekk together with his wife, and Finn Clausen Gruppen AS (80%
owned by Wollebekkgruppen AS).
3 The options have an exercise price of NOK 2.0 per Share and vest with 1/3 in each of 2018, 2019 and 2020. Options not exercised
expires without compensation on 1 July 2022.
The Company’s registered office address at Nedre Vollgate 4, 0158 Oslo, Norway serves as c/o addresses for the
members of the Board of Directors in relation to their directorships of the Company.
Mr. Wollebekk has broad experience within the ICT-industry. Former experience include being CFO in Atea ASA
(Merkantildata ASA) and Tandberg Data ASA as well as managing director in OMASS AS (later listed on Oslo Børs and
renamed Tandberg Storage ASA). During the last ten years, Mr. Wollebekk has held the position as managing director
in Orion Securities ASA and later managing partner in Arkwright Corporate Finance AS. He has also served as a board
member in several companies listed on Oslo Børs, including Kitron ASA and Ementor ASA. Mr. Wollebekk holds a Master
of Business Administration from Schiller International University in London as well as a Master of Science within
Economics from Copenhagen Business School.
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Prospectus – Hiddn Solutions ASA
Current directorships and senior management positions . Altaria AS (board member), Foinco AS (board member),
Finn Clausen Gruppen AS (chairman), Wollebekkgruppen
AS (chairman and CEO).
Previous directorships and senior management positions
last five years ........................................................... Arkwright Corporate Finance AS (partner, managing
director)
Current directorships and senior management positions . SLM Partners A (board member and partner), HA-Invest
AS (chairman), Medtech Venture Invest AS (board
member)
Previous directorships and senior management positions Øvergaard Invest AS (board member), , Oslo AquaPark
last five years ........................................................... AS (board member), Dag Dvergsten AS (Vice
President)Jamax AS (board member), Realverdi Eiendom
AS (deputy board member),.
Current directorships and senior management positions . HW Flisnes (President), FSi (Norwegian Defence and
Security Industries Assocation) (member of program
committee)
Previous directorships and senior management positions
last five years ........................................................... Blindheim Idrettslag (Board member), Rotary Club,
Spjelkavik (VP, board member),
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Prospectus – Hiddn Solutions ASA
NOK thousands
Other Share-based
Name Salary1 remuneration1 Pension costs1 compensation
Neither the current management nor SLM is entitled to any form of remuneration upon termination of their services for
the Company. The Company does not have any share-based incentive schemes.
The Group is obligated to provide an occupational pension in accordance with the Norwegian Mandatory Occupational
Pensions Act for its employees, and has a defined contribution pension scheme that satisfies the requirements of this
Act.
10.4 Employees
As of the date of this Prospectus, the Group has 30 employees (including management for hire).
Hiddn had in average 29 employees in 2017 and 9 employees in each of 2016 and 2015, respectively, all in Norway.
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Prospectus – Hiddn Solutions ASA
received any official public incrimination and/or sanctions by any statutory or regulatory authorities (including
designated professional bodies) or ever been disqualified by a court from acting as a member of the
administrative, management or supervisory bodies of a company or from acting in the management or conduct
of the affairs of any company, or
been declared bankrupt or been associated with any bankruptcy, receivership or liquidation in his capacity as a
founder, member of the administrative body or supervisory body, director or senior manager of a company.
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Prospectus – Hiddn Solutions ASA
The Company is registered with the Norwegian Register of Business Enterprises under business registration number
979 867 654. The Hiddn's Shares are listed on the Oslo Stock Exchange (ticker: "Hiddn").
The Company only have one class of shares, which are equal in all respects and each carry one vote at the Company's
general meeting.
The table below shows the development in the Company’s share capital for the period from 1 January 2015 to the date
hereof:
Nominal Subscription
Change in share value New number New share price per Share
Date of registration Type of change capital (NOK) (NOK) of shares capital (NOK)
1 January 2015
52,962,447.06
16 December 2015 Share capital increase 30,569.58 0.18 294,405,648 52,993,016.64 1.19
31 December 2015/
52,993,016.64
1 January 2016
23 January 2017 Share capital increase5 811,488.54 0.34 38,157,496 12,973,548.64 2.89
24 February 2017 Share capital increase6 8,199,631.76 0.34 62,274,060 21,173,180.40 2.89
10 April 2017 Share capital increase7 280,621.72 0.34 63,099,418 21,453,802.12 2.89
18 May 2017 Share capital increase8 1,360,000.00 0.34 67,099,818 22,813,802.12 2.89
16 November 2017 Share capital increase9 2,000,757.88 0.34 72,984,000 24,814,560.00 2.00
16 November 2017 Share capital increase10 549,242.12 0.34 74,599,418 25,363,802.12 2.00
1 Share capital decrease related to distribution of dividends in connection with the then proposal to liquidate the Company.
2 Issued in connection with a 1:100 reverse share split in order to divide the total amount of shares on 100.
3 Resolution of a 1:100 reverse share split of the Company's shares, resulting in the number of shares in the company decreasing from 294,405,700
to 2,944,057 shares and a new nominal value of NOK 0.34.
4 Issuance of 32,826,708 Shares as consideration in connection with the acquisition of Hiddn Security.
5 Issuance of 2,386,731 Shares in connection with purchase of additional shares in Hiddn Security from minority shareholders in Hiddn Security with
Shares in the Company as consideration.
6 Shares issued in connection with a rights issue carried out in January/February 2017.
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Prospectus – Hiddn Solutions ASA
7 Issuance of 825,358 Shares in connection with purchase of additional shares in Hiddn Security from minority shareholders in Hiddn Security with
Shares in the Company as consideration.
8 Shares issued as consideration to the sellers in connection with the Company’s acquisition of Finn Clausen Sikkerhetssystemer AS.
9 Shares issued in Tranche 1 of the Private Placement.
10 Shares issued in Tranche 2 of the Private Placement (The Private Placement Shares).
Since 1 January 2015, more than 10% of the Company's share capital has been paid for with assets other than cash.
The following table below provides the Company's top 20 shareholders as registered in the VPS on 20 March 2018:
Shareholders owning 5% or more of the Shares have an interest in the Company’s share capital, which is notifiable
pursuant to the Norwegian Securities Trading Act. See Section 12.7 "Disclosure obligations" for a description of the
disclosure obligations under the Norwegian Securities Trading Act.
As of 20 March 2018, Intelco Concept AS owned 14.22%, Torstein Tvenge owned 8.71% and Finn Clausen Gruppen AS
owned 5.70% of the Company's Shares. The Company is not aware of any other persons or entities who, directly or
indirectly, have an interest in 5% or more of the Shares.
To the extent known to the Company, there are no persons or entities who, directly or indirectly, jointly or severally,
exercise or could exercise control over the Company. The Company is not aware of any arrangements the operation of
which may at a subsequent date result in a change of control of the Company.
The Company’s Articles of Association do not contain any provisions that would have the effect of delaying, deferring or
preventing a change of control of the Company. The Shares have not been subject to any public takeover bids during
the current or last financial year.
The Company's Articles of Association does not stipulate any restrictions on transfer of the Shares, or right of first refusal
upon transfer of Shares.
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Prospectus – Hiddn Solutions ASA
In connection with the Company's former business within investment services and financial advisement, which was fully
divested and/or liquidated in the fall of 2016, dividend payments were made during the historical financial period covered
by this Prospectus. The following table sets forth all dividend payments made to the Company's shareholders in this
respect, in 2015, 2016 and 2017.
* Adjusted for the 100:1 reserved share split resolved on 16 December 2016 and the amount of Shares as at the date
of this Prospectus.
1. Pursuant to section 10-14 of the Norwegian Public Limited Companies Act, the board of directors is authorized
to increase the Company’s share capital by up to NOK 2,281,379.60 by issuance of up to 6,709,940 new shares,
each with a nominal value of NOK 0.34.
2. The shareholders’ preferential rights to the new shares pursuant to Section 10-4 of the Norwegian Public Limited
Companies Act may be deviated from.
3. The authorisation does include share capital increases with a right and obligation to make non-cash payment,
cf. Section 10-2 of the Norwegian Public Limited Companies Act.
4. The authorisation does not include share capital increases in connection with mergers pursuant to Section 13-
5 of the Norwegian Public Limited Companies Act.
5. The board is authorized to determine the most practical structure and further conditions for the share capital
increase.
6. The authorization is valid until the next annual general meeting, 30 June 2018 at the latest.
Further to the same annual general meeting, it was resolved to grant the Company's Board of Directors with an
authorisation to, on behalf of the Company, to acquire Shares in the Company with the following resolution:
1. Pursuant to section 9-5 of the Norwegian Public Limited Liability Companies Act, the board of directors is
authorized to acquire the company's own shares up to a nominal amount of NOK 2,281,380.00. The
authorization also includes pledge of own shares cf. section 9-5 of the Norwegian Public Limited Liability
Companies Act.
2. The price per share shall be a minimum of NOK 0.34 and a maximum of NOK 100.
3. The board is authorized to acquire and sell shares as it deems fit, however within applicable principles of equal
treatment of the company's shareholders.
4. The authorization is valid until the next annual general meeting, 30 June 2018 at the latest.
On 13 February 2018, an extraordinary general meeting in the Company issued the following general authorisation to
the Company's Board of Directors to increase the Company's share capital with up to NOK 7,609,140.50 by issuance of
new shares:
1. Pursuant to section 10-14 of the Norwegian Public Limited Companies Act, the board of directors is authorized
to increase the Company’s share capital by up to NOK 7,609,140.50 by issuance of up to 22,379,825 new
shares, each with a nominal value of NOK 0.34.
2. The shareholders’ preferential right to the new shares pursuant to Section 10-4 of the Norwegian Public Limited
Companies Act may be deviated from.
3. The authorisation includes share capital increase(s) against both cash payments and non-cash payment, cf.
Section 10-2 of the Norwegian Public Limited Companies Act.
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Prospectus – Hiddn Solutions ASA
4. The authorisation includes share capital increases in connection with mergers pursuant to Section 13-5 of the
Norwegian Public Limited Companies Act.
5. The board is authorized to determine the most practical structure and further conditions for the share capital
increase(s).
6. The authorization granted by the Company's annual general meeting on 22 June 2017 to increase the
Company's share capital of up to NOK 6,844,141.52 is revoked.
7. The authorization is valid until the next annual general meeting, 30 June 2018 at the latest.
The Shares are listed on Oslo Børs under ticker code "Hiddn". No Shares or any interest in Shares of the Company are
listed, and no application has been filed for listing, on any other stock exchange or regulated market than Oslo Børs.
Article 2 Business
The business of the company is research, development and commercialization of security products, participation and
investments in companies with similar business as well as any other business naturally related thereto.
The Company's board is composed by 3 to 7 members by the further decision of the general meeting.
The Company's signatories are a board member jointly together with either the chairman of the board or the chief
executive officer.
The Company's Articles of Association do not contain any provisions stricter than is required by the Norwegian Public
Limited Companies Act in relation to changing the rights of holders of the Shares or changing the Company's share
capital. The statutory requirements in this respect is set forth in, respectively, Section 12.2 "Voting rights – amendments
to the Articles of Association" and 12.3 "Additional issuance and preferential rights"
The Articles of Association do not contain any provisions that would have an effect on delaying, deferring or preventing
a change in control of the issuer.
The Company's Articles of Association are incorporated by reference to the Prospectus, see Section 16 "Incorporation by
reference; Documents on display".
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Prospectus – Hiddn Solutions ASA
A shareholder may vote at the general meeting either in person or by proxy appointed at their own discretion. Although
Norwegian law does not require the Company to send proxy forms to its shareholders for general meetings, the Company
plans to include a proxy form with notices of general meetings. All of the Company’s shareholders who are registered in
the register of shareholders maintained with the VPS as of the date of the general meeting, or who have otherwise
reported and documented ownership to Shares, are entitled to participate at general meetings, without any requirement
of pre-registration. The Company’s Articles of Association do however include a provision requiring shareholders to pre-
register in order to participate at general meetings.
Apart from the annual general meeting, extraordinary general meetings of shareholders may be held if the Board of
Directors considers it necessary. An extraordinary general meeting of shareholders must also be convened if, in order
to discuss a specified matter, the auditor who audits the company’s annual accounts or shareholders representing at
least 5% of the share capital demands this in writing. The requirements for notice and admission to the annual general
meeting also apply to extraordinary general meetings. However, the annual general meeting of a Norwegian public
limited liability company may with a majority of at least two-thirds of the aggregate number of votes cast as well as at
least two-thirds of the share capital represented at a general meeting resolve that extraordinary general meetings may
be convened with a fourteen days notice period until the next annual general meeting provided the company has
procedures in place allowing shareholders to vote electronically. The Company’s Articles of Association does not permit
electronic voting and extraordinary general meetings may accordingly not be convened with a fourteen days notice
period, provided that the Company has established procedures for voting electronically at such meetings.
Decisions that (i) would reduce the rights of some or all of the Company’s shareholders in respect of dividend payments
or other rights to assets or (ii) restrict the transferability of the Shares, require that at least 90% of the share capital
represented at the general meeting in question vote in favour of the resolution, as well as the majority required for
amending the Articles of Association. Certain types of changes in the rights of shareholders require the consent of all
shareholders affected thereby as well as the majority required for amending the Articles of Association.
In general, only a shareholder registered in the VPS is entitled to vote for such Shares. Beneficial owners of the Shares
that are registered in the name of a nominee are generally not entitled to vote under Norwegian law, nor is any person
who is designated in the VPS register as the holder of such Shares as nominees. Investors should note that there are
varying opinions as to the interpretation of the right to vote on nominee registered shares. In the Company’s view, a
nominee may not meet or vote for Shares registered on a nominee account (NOM-account). A shareholder must, in
order to be eligible to register, meet and vote for such Shares at the general meeting, transfer the Shares from such
NOM-account to an account in the shareholder’s name. Such registration must appear from a transcript from the VPS at
the latest at the date of the general meeting.
The general meeting may, by the same vote as is required for amending the Articles of Association, authorise the Board
of Directors to issue new Shares, and to derogate from the preferential rights of shareholders in connection with such
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Prospectus – Hiddn Solutions ASA
issuances. Such authorisation may be effective for a maximum of two years, and the nominal value of the Shares to be
issued may not exceed 50% of the registered nominal share capital when the authorisation is registered with the
Norwegian Register of Business Enterprises.
Under Norwegian law, the Company may increase its share capital by a bonus share issue, subject to approval by the
Company’s shareholders, by transfer from the Company’s distributable equity or from the Company’s share premium
reserve and thus the share capital increase does not require any payment of a subscription price by the shareholders.
Any bonus issues may be affected either by issuing new shares to the Company’s existing shareholders or by increasing
the nominal value of the Company’s outstanding Shares.
Issuance of new Shares to shareholders who are citizens or residents of the United States upon the exercise of
preferential rights may require the Company to file a registration statement in the United States under United States
securities laws. Should the Company in such a situation decide not to file a registration statement, the Company’s U.S.
shareholders may not be able to exercise their preferential rights. If a U.S. shareholder is ineligible to participate in a
rights offering, such shareholder would not receive the rights at all and the rights would be sold on the shareholder’s
behalf by the Company.
Minority shareholders holding 5% or more of the Company’s share capital have a right to demand in writing that the
Company’s Board of Directors convene an extraordinary general meeting to discuss or resolve specific matters. In
addition, any of the Company’s shareholders may in writing demand that the Company place an item on the agenda for
any general meeting as long as the Company is notified in time for such item to be included in the notice of the meeting.
If the notice has been issued when such a written demand is presented, a renewed notice must be issued if the deadline
for issuing notice of the general meeting has not expired.
The mandatory offer obligation ceases to apply if the person, entity or consolidated group sells the portion of the shares
that exceeds the relevant threshold within four weeks of the date on which the mandatory offer obligation was triggered.
When a mandatory offer obligation is triggered, the person subject to the obligation is required to immediately notify
the Oslo Stock Exchange and the company in question accordingly. The notification is required to state whether an offer
will be made to acquire the remaining shares in the company or whether a sale will take place. As a rule, a notification
to the effect that an offer will be made cannot be retracted. The offer and the offer document required are subject to
approval by the Oslo Stock Exchange, in its capacity as Take-over Authority of Norway, before the offer is submitted to
the shareholders or made public.
The offer price per share must be at least as high as the highest price paid or agreed to be paid by the offer for the
shares in the six-month period prior to the date the threshold was exceeded. However, if it is clear that that the market
price was higher when the mandatory offer obligation was triggered, the offer price shall be at least as high as the
market price. If the acquirer acquires or agrees to acquire additional shares at a higher price prior to the expiration of
the mandatory offer period, the acquirer is obliged to restate its offer at such higher price. A mandatory offer must be
in cash or contain a cash alternative at least equivalent to any other consideration offered.
In case of failure to make a mandatory offer or to sell the portion of the shares that exceeds the relevant mandatory
offer threshold within four weeks, the Oslo Stock Exchange may force the acquirer to sell the shares exceeding the
threshold by public auction. Moreover, a shareholder who fails to make an offer may not, as long as the mandatory offer
obligation remains in force, exercise rights in the company, such as voting in a General Meeting of the Company's
shareholders, without the consent of a majority of the remaining shareholders. The shareholder may, however, exercise
his/her/its rights to dividends and pre-emption rights in the event of a share capital increase. If the shareholder neglects
his/her/its duty to make a mandatory offer, the Oslo Stock Exchange may impose a cumulative daily fine that accrues
until the circumstance has been rectified.
Any person, entity or consolidated group that owns shares representing more than one-third of the votes in a Norwegian
company listed on a Norwegian regulated market is obliged to make an offer to purchase the remaining shares of the
company (repeated offer obligation) if the person, entity or consolidated Company through acquisition becomes the
owner of shares representing 40 per cent, or more of the votes in the company. The same applies correspondingly if the
person, entity or consolidated Company through acquisition becomes the owner of shares representing 50 per cent or
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Prospectus – Hiddn Solutions ASA
more of the votes in the company. The mandatory offer obligation ceases to apply if the person, entity or consolidated
Company sells the portion of the shares which exceeds the relevant threshold within four weeks of the date on which
the mandatory offer obligation was triggered.
Any person, entity or consolidated Company that has passed any of the above mentioned thresholds in such a way as
not to trigger the mandatory bid obligation, and has therefore not previously made an offer for the remaining shares in
the company in accordance with the mandatory offer rules is, as a main rule, obliged to make a mandatory offer in the
event of a subsequent acquisition of shares in the company.
If a shareholder acquires shares representing more than 90 per cent of the total number of issued shares, as well as 90
per cent or more of the total voting rights, through a voluntary offer in accordance with the Norwegian Securities Trading
Act, a compulsory acquisition can, subject to the following conditions, be carried out without such shareholder being
obliged to make a mandatory offer: (i) the compulsory acquisition is commenced no later than four weeks after the
acquisition of shares through the voluntary offer, (ii) the price offered per share is equal to or higher than the offer price
would have been in a mandatory offer, and (iii) the settlement is guaranteed by a financial institution authorised to
provide such guarantees in Norway.
A majority shareholder who effects a compulsory acquisition is required to offer the minority shareholders a specific
price per share, the determination of which is at the discretion of the majority shareholder. However, where the offer,
after making a mandatory or voluntary offer, has acquired more than 90 per cent of the voting shares of a company and
a corresponding proportion of the votes that can be cast at the General Meeting, and the offer pursuant to Section 4-25
of the Norwegian Public Limited Liability Companies Act completes a compulsory acquisition of the remaining shares
within three months after the expiry of the offer period, it follows from the Norwegian Securities Trading Act that the
redemption price shall be determined on the basis of the offer price for the mandatory/voluntary offer unless specific
reasons indicate another price.
Should any minority shareholder not accept the offered price, such minority shareholder may, within a specified deadline
of not less than two months, request that the price be set by a Norwegian court. The cost of such court procedure will,
as a general rule, be the responsibility of the majority shareholder, and the relevant court will have full discretion in
determining the consideration to be paid to the minority shareholder as a result of the compulsory acquisition.
Absent a request for a Norwegian court to set the price, or any other objection to the price being offered in a compulsory
acquisition, the minority shareholders would be deemed to have accepted the offered price after the expiry of the
specified deadline for raising objections to the price offered in the compulsory acquisition.
The Company may purchase its own Shares provided that the Board of Directors has been granted an authorisation to
do so by a general meeting with the approval of at least two-thirds of the aggregate number of votes cast and at least
two-thirds of the share capital represented at the meeting. The aggregate nominal value of treasury shares so acquired,
and held by the Company must not exceed 10% of the Company’s share capital, and treasury shares may only be
acquired if the Company’s distributable equity, according to the latest adopted balance sheet or an interim balance
sheet, exceeds the consideration to be paid for the shares. The authorisation by the General Meeting of the Company’s
shareholders cannot be granted for a period exceeding two years.
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Prospectus – Hiddn Solutions ASA
along with certain other required documentation, would have to be sent to all the Company’s shareholders, or if the
Articles of Association stipulate that, made available to the shareholders on the company’s website, at least one month
prior to the general meeting to pass upon the matter.
Section 8-1 of the Norwegian Public Limited Liability Companies Act provides that the Company may distribute
dividend to the extent that the Company’s net assets following the distribution covers (i) the share capital, (ii) the
reserve for valuation variances and (iii) the reserve for unrealised gains. The Company’s total nominal value of
treasury shares which the Company has acquired for ownership or security prior to the balance sheet date, as well
as credit and security which, pursuant to Section 8–7 to Section 8-10 of the Norwegian Public Limited Liability
Companies Act fall within the limits of distributable equity, shall be deducted from the distributable amount.
The calculation of the distributable equity shall be made on the basis of the balance sheet in the approved annual
accounts for the last financial year, but so that the registered share capital as of the date of the resolution to
distribute dividend shall apply. Following the approval of the annual accounts for the last financial year, the General
Meeting may also authorise the Board of Directors to declare dividend on the basis of the Company’s annual
accounts.
Dividend may also be distributed by the General Meeting based on an interim balance sheet which has been prepared
and audited in accordance with the provisions applying to the annual accounts and with a balance sheet date not
further into the past than six months before the date of the General Meeting’s resolution.
Divided can only be distributed to the extent that the Company’s equity and liquidity following the distribution is
considered sound.
Distribution of dividends is resolved by a majority vote at the general meeting of the shareholders of the Company, and
on the basis of a proposal from the board of directors. The general meeting cannot distribute a larger amount than what
is proposed or accepted by the board of directors.
The Norwegian Public Limited Companies Act does not provide for any time limit after which entitlement to dividends
lapses. Subject to various exceptions, Norwegian law provides a limitation period of three years from the date on which
an obligation is due. There are no dividend restrictions or specific procedures for non-Norwegian resident shareholders
to claim dividends.
All transactions relating to securities registered with the VPS are made through computerised book entries. No physical
share certificates are, or may be, issued. The VPS confirms each entry by sending a transcript to the registered
shareholder irrespective of any beneficial ownership. To give effect to such entries, the individual shareholder must
establish a share account with a Norwegian account agent. Norwegian banks, Norges Bank (Norway's central bank),
authorised securities brokers in Norway and Norwegian branches of credit institutions established within the EEA are
allowed to act as account agents.
The entry of a transaction in the VPS is prima facie evidence in determining the legal rights of parties as against the
issuing company or any third party claiming an interest in the given security.
The VPS is liable for any loss suffered as a result of faulty registration or an amendment to, or deletion of, rights in
respect of registered securities unless the error is caused by matters outside the VPS's control which the VPS could not
reasonably be expected to avoid or overcome the consequences of. Damages payable by the VPS may, however, be
reduced in the event of contributory negligence by the aggrieved party.
The VPS must provide information to the Norwegian FSA on an on-going basis, as well as any information that the
Norwegian FSA requests. Further, Norwegian tax authorities may require certain information from the VPS regarding
any individual's holdings of securities, including information about dividends and interest payments.
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VPS through a nominee. However, foreign shareholders may register their shares in the VPS in the name of a nominee
(bank or other nominee) approved by the Norwegian FSA. An approved and registered nominee has a duty to provide
information on demand about beneficial shareholders to the Company and to the Norwegian authorities. In case of
registration by nominees, the registration in the VPS must show that the registered owner is a nominee. A registered
nominee has the right to receive dividends and other distributions but cannot vote in General Meetings on behalf of the
beneficial owners.
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13.1 Background
The Company has resolved to conduct the Rights Issue raising gross proceeds of up to approximately NOK 39 million by
offering of up to 22,379,825 shares at a subscription price of NOK 1.75 per Offer Share. The Rights Issue will be directed
towards Existing Shareholders, being the holders of the Company's shares at the end of trading on 21 March 2018, as
registered in the VPS as of the Record Date (23 March 2018). Each Existing Shareholder will be granted 0.299999995
Subscription Rights for every share held in the Company as at the Record Date.
To ensure sufficient subscriptions, the Company together with the Manager have secured an underwriting consortium
comprising of existing shareholders in the Company that have underwritten minimum proceeds in the Rights Issue of
NOK 30 million (the Underwritten Amount).
The distribution of funds among the purposes mentioned above is contingent on the Group's ability to reach or exceed
its sales targets, which in turn will strongly influence inventory and working capital requirements.
Any additional proceeds raised in the Rights Issue is intended to be used to further fund the Group's R&D activities and
investments as described in Section 7.6 "Commercialisation strategy and development plan".
Any remaining proceeds will be used to strengthen the Company's equity and for general corporate purposes.
Event Date
Last day of trading in the Share incl. Subscription Rights ..................................................... 21 March 2018
First day of trading in the Shares excl. Subscription Rights .................................................. 22 March 2018
Record Date ................................................................................................................... 23 March 2018
Start of Subscription Period ............................................................................................. at 09:00 (CET) on 26 March 2018
End of Subscription Period ............................................................................................... at 16:30 (CET) on 6 April 2018
Allocation of Offer Shares ................................................................................................ On or about 6 April 2018
Allocation letters distributed ............................................................................................. On or about 9 April 2018
Payment Date for the Offer Shares ................................................................................... On or about 10 April 2018
Registration of share capital increase and issuance of the Offer Shares ................................. On or about 12 April 2018
Listing and first day of trading of the Offer Shares on Oslo Børs ........................................... On or about 12 April 2018
The Subscription Rights will be credited to and registered on each Eligible Shareholder's VPS account on or about 26
March 2018. The Subscription Rights will be distributed free of charge to Eligible Shareholders.
The Subscription Rights will be non-transferrable and, thus, not listed on Oslo Børs during the Subscription
Period.
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The Subscription Rights may be used to subscribe for Offer Shares in the Rights Issue before the expiry of the
Subscription Period on 6 April 2018 at 16:30 (CET).
Subscription Rights that are not used to subscribe for Offer Shares before the end of the Subscription Period
will lapse without compensation and consequently be of no value.
Subscription Rights of Existing Shareholders resident in jurisdictions where the Prospectus may not be distributed and/or
with legislation that, according to the Company's assessment, prohibits or otherwise restricts subscriptions for Offer
Shares ("Ineligible Shareholders") will initially be credited to such Ineligible Shareholders' VPS accounts. Such credit
specifically do not constitute an offer to Ineligible Shareholders. The Company will instruct the Manager to, as far as
possible, withdraw the Subscription Rights from such Ineligible Shareholders, unless the relevant Subscription Rights
are held through a financial intermediary. Please refer Section 13.21 "Subscription through financial intermediaries" for
a further description of the procedure applicable to Subscription Rights held by Ineligible Shareholders through financial
intermediaries.
Subscribers who are Norwegian residents with Norwegian personal identification number (Norwegian: "personnummer")
are encouraged to subscribe for Offer Shares by following the link on www.dnb.no/emisjoner, which will redirect the
subscriber to the VPS online subscription system. In order to use the online subscription system, the subscriber must
have, or obtain, a VPS account number. Note that legal persons cannot subscribe for Offer Shares via the VPS online
subscription system and must submit the Subscription Form to subscribe.
Online subscriptions must be submitted, and accurately completed subscription forms must be received by the Manager,
by 16:30 (CET) on 6 April 2018. Neither the Company nor the Manager may be held responsible for postal delays,
unavailable internet lines or servers or other logistical or technical problems that may result in subscriptions not being
received in time or at all by the Manager. Subscription forms received after the end of the Subscription Period and/or
incomplete or incorrect subscription forms and any subscription that may be unlawful may be disregarded at the sole
discretion of the Company and/or the Manager without notice to the subscriber.
Properly completed and signed subscription forms may be mailed or delivered to the Manager at the address set out
below:
DNB Markets
Dronning Eufemias gate 30
P.O. Box N-1600 Sentrum
0021 Oslo, Norway
Tel: +47 23 26 81 01
E-mail: retail@dnb.no
Subscriptions are binding and irrevocable, and cannot be withdrawn, cancelled or modified by the subscriber after having
been received by the Manager. The subscriber is responsible for the correctness of the information filled into the
subscription form. By signing and submitting a subscription form, or by subscribing online, the subscribers confirm and
warrant that they have read this Prospectus and are eligible to subscribe for Offer Shares under the terms set forth
herein.
Multiple subscriptions (i.e. subscriptions on more than one subscription form) are allowed. Please note, however, that
two separate subscription forms submitted by the same subscriber with the same number of Offer Shares subscribed for
on both subscription forms will only be counted once unless otherwise explicitly stated in one of the subscription forms.
In the case of multiple subscriptions through the VPS online subscription system or subscriptions made both on a
subscription form and through the VPS online subscription system, all subscriptions will be counted.
Subscribers who are not registered as existing customers with the Manager must verify their identity to the Manager in
accordance with the requirements of the Anti-Money Laundering Legislation, unless an exemption is available.
Subscribers who have designated an existing Norwegian bank account and an existing VPS account on the Subscription
Form are exempted, unless verification of identity is requested by the Manager. Subscribers who have not completed
the required verification of identity prior to the expiry of the Subscription Period will not be allocated Offer Shares.
Furthermore, participation in the Rights Issue is conditional upon the subscriber holding a VPS account. The VPS account
number must be stated in the Subscription Form. VPS accounts can be established with authorized VPS registrars, who
can be Norwegian banks, authorized securities brokers in Norway and Norwegian branches of credit institutions
established within the EEA. However, non-Norwegian investors may use nominee VPS accounts registered in the name
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of a nominee. The nominee must be authorized by the Norwegian FSA. Establishment of a VPS account requires
verification of identification to the VPS registrar in accordance with the Anti-Money Laundering Legislation.
The following criteria will be used for allocation of Offer Shares in the Rights Issue:
(i) Allocation will be made to subscribers on the basis of granted Subscription Rights, which have been validly exercised
during the Subscription Period.
(ii) If not all Subscription Rights are exercised, subscribers having exercised their Subscription Rights and who have
over-subscribed will be allocated additional Offer Shares on a pro rata basis based on the number of Subscription
Rights exercised by each such subscriber. To the extent that pro rata allocation is not possible, the Company will
determine the allocation by the drawing of lots.
(iii) Offer Shares not allocated pursuant to (i) and (ii) above will be allocated to subscribers not holding Subscription
Rights. Allocation will made on a pro rata basis based on subscription amounts.
(iv) Offer Shares not allocated pursuant to (i), (ii) and (iii) above will be subscribed by, and allocated to, the
Underwriters, based on and in accordance with the respective underwriting obligations of the Underwriters, however,
up to the minimum subscription amount of NOK 30 million.
No fractional Offer Shares will be allocated. The Company reserves the right to reject or reduce any subscription for
Offer Shares not covered by Subscription Rights. Allocation of fewer Offer Shares than subscribed for by a subscriber
will not impact on the subscriber’s obligation to pay for the number of Offer Shares allocated.
Subscribers that are allocated Offer Shares will receive a letter from the Manager confirming the number of Offer Shares
allocated to the subscriber and the corresponding amount, which will be debited the subscribers account. This letter is
expected to be mailed on or about 9 April 2018. Investors with access to VPS Investors Services will also be able to see
their allocated Offer Shares through such service. Trading in the Offer Shares may not commence before the Offer
Shares are fully paid and registered in the VPS, see Section 13.14 "Transferability of the Offer Shares"-
13.11.1 Overview
The payment for Offer Shares allocated to a subscriber falls due on 10 April 2018 (the "Payment Date"). Payment must
be made in accordance with the requirements set out below.
The specified bank account is expected to be debited on or after the Payment Date. The Manager are only authorised to
debit such account once, but reserves the right to make up to three debit attempts, and the authorization will be valid
for up to seven working days after the Payment Date.
The subscriber furthermore authorises the Manager to obtain confirmation from the subscriber’s bank that the subscriber
has the right to dispose over the specified account and that there are sufficient funds in the account to cover the
payment.
If there are insufficient funds in a subscriber’s bank account or if it for other reasons is impossible to debit such bank
account when a debit attempt is made pursuant to the authorisation from the subscriber, the subscriber’s obligation to
pay for the Offer Shares will be deemed overdue. If payment for the allotted Offer Shares is not received when due, the
Offer Shares will not be delivered to the Subscriber, and the Board of Directors reserves the right, at the risk and cost
of the subscriber, to cancel the subscription in respect of the Offer Shares for which payment has not been made, or to
sell or otherwise dispose of the Offer Shares, and hold the subscriber liable for any loss, cost or expense suffered or
incurred in connection therewith. The original subscriber remains liable for payment of the entire amount due, including
interest, costs, charges and expenses accrued, and the Manager may enforce payment of any such amount outstanding.
Payment by direct debiting is a service that banks in Norway provide in cooperation. In the relationship between the
subscriber and the subscriber's bank, the standard terms and conditions for "Payment by Direct Debiting – Securities
Trading", which are set out on page 2 of the subscription form will apply, provided, however, that subscribers who
subscribe for an amount exceeding NOK 5 million will have to contact the Manager for specific payment instructions.
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Prior to any such payment being made, the subscriber must contact the Manager for further details and payment
instructions.
All of the Offer Shares will be subject to admission to trading on Oslo Børs. The Shares will not be sought or admitted
to trading on any other regulated market than Oslo Børs.
The Offer Shares will rank pari passu with the Company's existing Shares and will carry full shareholders rights in the
Company from the time of registration of the share capital increase pertaining to the Rights Issue in the Norwegian
Register of Business Enterprises. The Offer Shares will be eligible for any dividends that the Company may declare after
said registration. All Shares, including the Offer Shares, will have voting rights and other rights and obligations that are
standard under the Norwegian Public Limited Liability Companies Act, and are governed by Norwegian law.
13.18 Dilution
Following issuance of the Private Placement Shares, the Rights Issue will result in an immediate dilution of approximately
23% for existing shareholders in the Company who do not participate in the Rights Issue.
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The Underwriters and the Company have entered into the Underwriting Agreement dated 16 March 2018, pursuant to
which the Underwriters have undertaken, severally and not jointly, to underwrite an aggregate amount of NOK 30 million
in the Rights Issue. The Underwriters have, on a pro rate basis and limited to their respective underwritten amounts as
set out in the table below, undertaken to subscribe and pay for Offer Shares not subscribed for in the Rights Issue so
that the Rights Issue at a minimum result in the Underwritten Amount of NOK 30 million.
The table below shows the subscription amount each Underwriter has undertaken to guarantee:
Underwritten
Name Address amount (NOK)
Intelco Concept AS ........................................ Cort Adelers gate 17, 0254 Oslo, Norway 4,510,826.25
Torstein Tvenge ............................................ Gimle Terasse 12, 0264 Oslo, Norway 4,510,826.25
Immob Drift AS ............................................ Holmenkollveien 109A, 0784 Oslo, Norway 3,350,982.25
Dallas Asset Management AS .......................... Svarttrostveien 20, 0788 Oslo, Norway 4,370,845.50
Eiliha AS ....................................................... Kvannes, 4770 Høvåg, Norway 833,374.50
Tvedt Equity AS ............................................. Ankerveien 12, 4623 Kristiansand S, Norway 623,574.00
Pactum Gamma AS ........................................ Dronning Mauds gate 3, 0250 Oslo 728,476.00
Henrik Christensen ........................................ Erling Skjalgssons gate 26, 0267 Oslo, Norway 428,527.75
August Industrier AS ...................................... Apalveien 20, 0371 Oslo, Norway 428,527.75
Marianne Tvenge ........................................... Langoddveien 67 A, 1367 Snarøya, Norway 833,374.50
Six-Seven AS / Silvercoin Industries AS ........... Tyrihjellveien 27, 1639 Gamle Fredrikstad, Norway 1,675,490.25
Norus AS ...................................................... Munkedamsveien 45, 0270 Oslo, Norway 3,350,982.25
Skrim AS ...................................................... Karenlyst Alle 2, 0277 Oslo, Norway 1,238,406.75
Blindleia Concept AS ...................................... Ytre Årsnes, 4770 Høvåg, Oslo, Norway 415,229.50
Valhall Invest AS ........................................... c/o Geir Wicklund, Griniveien 163, 1359 Eiksmarka, 998,009.25
Norway
Jeanine Bertrand ........................................... Erling Skjalgssonsgate 26, 0267 Oslo, Norway 830,460.75
Wollebekkgruppen AS .................................... c/o Finn Clausen Gruppen AS, Karoline Kristiansensvei 247,681.00
1 H, 0607 Oslo, Norway
Jaco Invest AS .............................................. Nedre Vollgate 8, 0158 Oslo, Norway 624,405.25
Pursuant to the Underwriting Agreement, the Underwriters will receive an underwriting fee, equal to 4% of the gross
proceeds raised in the Rights Issue, which falls due 14 business following the Company receiving the net proceeds of
the Rights Issue.
The Underwriters are not responsible for missing payments from subscribers who have been allocated Offer Shares in
the Rights Issue.
The Manager and their affiliates have provided from time to time, and may provide in the future, investment and
commercial banking services to the Company and its affiliates in the ordinary course of business, for which they may
have received and may continue to receive customary fees and commissions. The Manager, its employees and any
affiliate may currently own existing Shares in the Company. The Manager does not intend to disclose the extent of any
such investments or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
The Manager will in total receive a success fee of 6% of the gross proceeds raised in the Rights Issue. Consequently,
the Manager will have an interest in the Rights Issue.
Other than what is set out above, there are no other interests (including conflict of interests) of natural and legal persons
involved in the Rights Issue.
Other than the Underwriters obligation to subscribe for shares in the Rights Issue as further describe above and in
Section 13.19 "The Underwriting", the Company is not aware of whether any members of the Company’s management
or board of directors intends to subscribe for Offer Shares in the Rights Issue, or whether any person intends to subscribe
for more than 5% of the Offer Shares.
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13.21.1 Overview
All persons or entities holding Shares (i.e., brokers, custodians and nominees) should read this section. All questions
concerning the timeliness, validity and form of instructions to a financial intermediary in relation to the exercise of
Subscription Rights should be determined by the financial intermediary in accordance with its usual customer relations
procedure or as it otherwise notifies each beneficial shareholder.
The Company is not liable for any action or failure to act by a financial intermediary through which Shares are held.
13.21.4 Subscription
Any shareholder who is not an Ineligible Shareholder and who holds its Subscription Rights through a financial
intermediary and wishes to exercise its Subscription Rights, should instruct its financial intermediary in accordance with
the instructions received from such financial intermediary. The financial intermediary will be responsible for collecting
exercise instructions from the Eligible Shareholders and for informing the Manager of their exercise instructions.
Please refer "Important Information" and Section 14 "Selling and Transfer Restrictions" for a description of certain
restrictions and prohibitions applicable to the exercise of Subscription Rights in certain jurisdictions outside Norway.
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14.1 General
The issue of Offer Shares upon exercise of Subscription Rights and the offer of unsubscribed Offer Shares to persons
resident in, or who are citizens of countries other than Norway, may be affected by the laws of the relevant jurisdiction.
Investors should consult their professional advisers as to whether they require any governmental or other consent or
need to observe any other formalities to enable them to exercise Subscription Rights or purchase Offer Shares.
The Company is not taking any action to permit a public offering of the Offer Shares in any jurisdiction other than
Norway. Receipt of this Prospectus will not constitute an offer in those jurisdictions in which it would be illegal to make
an offer and, in those circumstances, this Prospectus is for information only and should not be copied or redistributed.
Except as otherwise disclosed in this Prospectus, if an investor receives a copy of this Prospectus in any territory other
than Norway, the investor may not treat this Prospectus as constituting an invitation or offer to it, nor should the investor
in any event deal in the Offer Shares, unless, in the relevant jurisdiction, such an invitation or offer could lawfully be
made to that investor, or the Offer Shares could lawfully be dealt in without contravention of any unfulfilled registration
or other legal requirements. Accordingly, if an investor receives a copy of this Prospectus, the investor should not
distribute or send the same, or transfer the Offer Shares to any person or in or into any jurisdiction where to do so would
or might contravene local securities laws or regulations. If the investor forwards this Prospectus into any such territories
(whether under a contractual or legal obligation or otherwise), the investor should direct the recipient’s attention to the
contents of this Section.
Except as otherwise noted in this Prospectus and subject to certain exceptions: (i) the Offer Shares being offered in the
Rights Issue may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into, Member States
of the EEA that have not implemented the EU Prospectus Directive, Australia, Canada, the Hong Kong, Japan, the United
States or any other jurisdiction in which it would not be permissible to offer the Offer Shares (the "Ineligible
Jurisdictions"); (ii) this Prospectus may not be sent to any person in any Ineligible Jurisdiction; and (iii) the crediting
of Subscription Rights to an account of an Ineligible Shareholder or other person in an Ineligible Jurisdiction or a citizen
of an Ineligible Jurisdiction (referred to as "Ineligible Persons") does not constitute an offer to such persons of the
Subscription Rights or the Offer Shares. Ineligible Persons may not exercise Subscription Rights.
If an investor exercises Subscription Rights to obtain Offer Shares or trades or otherwise deals in the Offer Shares, that
investor will be deemed to have made or, in some cases, be required to make, the following representations and
warranties to the Company and any person acting on the Company’s or its behalf:
(iii) the investor is not acting, and has not acted, for the account or benefit of an Ineligible Person;
(iv) the investor is located outside the United States and any person for whose account or benefit it is acting on a non-
discretionary basis is located outside the United States and, upon acquiring Offer Shares, the investor and any such
person will be located outside the United States;
(v) the investor understands that the Subscription Rights and Offer Shares have not been and will not be registered
under the US Securities Act and the Offer Shares may not be offered, sold, pledged, resold, granted, delivered,
allocated, taken up or otherwise transferred within the United States; and
(vi) the investor may lawfully be offered, take up, subscribe for and receive Subscription Rights and Offer Shares in the
jurisdiction in which it resides or is currently located.
The Company and any persons acting on behalf of the Company, including the Manager, will rely upon the investor’s
representations and warranties. Any provision of false information or subsequent breach of these representations and
warranties may subject the investor to liability.
If a person is acting on behalf of a holder of Subscription Rights (including, without limitation, as a nominee, custodian
or trustee), that person will be required to provide the foregoing representations and warranties to the Company with
respect to the exercise of Subscription Rights on behalf of the holder. If such person cannot or is unable to provide the
foregoing representations and warranties, the Company will not be bound to authorise the allocation of any of the
Subscription Rights and Offer Shares to that person or the person on whose behalf the other is acting. Subject to the
specific restrictions described below, if an investor (including, without limitation, its nominees and trustees) is outside
Norway, and wishes to exercise Subscription Rights or otherwise deal in or subscribe for Offer Shares, the investor must
satisfy itself as to full observance of the applicable laws of any relevant territory including obtaining any requisite
governmental or other consents, observing any other requisite formalities and paying any issue, transfer or other taxes
due in such territories.
The information set out in this Section is intended as a general guide only. If the investor is in any doubt as to whether
it is eligible to exercise its Subscription Rights or subscribe for the Offer Shares, that investor should consult its
professional adviser without delay.
Subscription Rights will initially be credited to financial intermediaries for the accounts of all shareholders who hold
Shares registered through a financial intermediary on the Record Date. Subject to certain exceptions, financial
intermediaries, which include brokers, custodians and nominees, may not exercise any Subscription Rights on behalf of
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any person in the Ineligible Jurisdictions or any Ineligible Persons and may be required in connection with any exercise
of Subscription Rights to provide certifications to that effect.
Subject to certain exceptions, financial intermediaries are not permitted to send this Prospectus or any other information
about the Rights Issue into any Ineligible Jurisdiction or to any Ineligible Persons. Subject to certain exceptions, exercise
instructions or certifications sent from or postmarked in any Ineligible Jurisdiction will be deemed to be invalid and Offer
Shares will not be delivered to an addressee in any Ineligible Jurisdiction. The Company reserves the right to reject any
exercise (or revocation of such exercise) in the name of any person who provides an address in an Ineligible Jurisdiction
for acceptance, revocation of exercise or delivery of such Subscription Rights and Offer Shares, who is unable to
represent or warrant that such person is not in an Ineligible Jurisdiction and is not an Ineligible Person, who is acting on
a non-discretionary basis for such persons, or who appears to the Company or its agents to have executed its exercise
instructions or certifications in, or dispatched them from, an Ineligible Jurisdiction. Furthermore, the Company reserves
the right, with sole and absolute discretion, to treat as invalid any exercise or purported exercise of Subscription Rights
which appears to have been executed, effected or dispatched in a manner that may involve a breach or violation of the
laws or regulations of any jurisdiction.
Notwithstanding any other provision of this Prospectus, the Company reserves the right to permit a holder to exercise
its Subscription Rights if the Company, in its absolute discretion, is satisfied that the transaction in question is exempt
from or not subject to the laws or regulations giving rise to the restrictions in question. Applicable exemptions in certain
jurisdictions are described further below. In any such case, the Company does not accept any liability for any actions
that a holder takes or for any consequences that it may suffer as a result of the Company accepting the holder’s exercise
of Subscription Rights.
No action has been or will be taken by the Manager to permit the possession of this Prospectus (or any other offering or
publicity materials or application form(s) relating to the Rights Issue) in any jurisdiction where such distribution may
lead to a breach of any law or regulatory requirement.
Neither the Company nor the Manager, nor any of their respective representatives, is making any representation to any
offeree, subscriber or purchaser of Offer Shares regarding the legality of an investment in the Offer Shares by such
offeree, subscriber or purchaser under the laws applicable to such offeree, subscriber or purchaser. Each investor should
consult its own advisers before exercising Subscription Rights to subscribe for Offer Shares or subscribe or purchasing
Offer Shares without Subscription Rights. Investors are required to make their independent assessment of the legal,
tax, business, financial and other consequences of exercise of Subscription Rights and subscription and purchase of Offer
Shares.
A further description of certain restrictions in relation to the Subscription Rights and the Offer Shares in certain
jurisdictions is set out below.
The Manager has represented, warranted and agreed (i) that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity
(within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of the Offer Shares in
circumstances in which section 21(1) of the FSMA does not apply to the Company and (ii) that it has complied and will
comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offer Shares in,
from or otherwise involving the United Kingdom.
(i) to legal entities which are qualified investors as defined in the EU Prospectus Directive;
(ii) to fewer than 150 natural or legal persons (other than qualified investors as defined in the EU Prospectus Directive),
as permitted under the EU Prospectus Directive, subject to obtaining the prior consent of the Manager for any such
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offer, or in any other circumstances falling within Article 3(2) of the EU Prospectus Directive; provided that no such
offer of Offer Shares shall require the Company or any Manager to publish a prospectus pursuant to Article 3 of the
EU Prospectus Directive or supplement a prospectus pursuant to Article 16 of the EU Prospectus Directive.
For the purposes of this provision, the expression an "offer to the public" in relation to any Offer Shares in any Relevant
Member State means the communication in any form and by any means of sufficient information on the terms of the
offer and any Securities to be offered so as to enable an investor to decide to purchase any Offer Shares, as the same
may be varied in that Member State by any measure implementing the EU Prospectus Directive in that Member State
the expression "EU Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD
Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing
measure in each Relevant Member State.
This EEA selling restriction is in addition to any other selling restrictions set out in this Prospectus.
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15. TAXATION
15.1 General
Set out in this chapter 15 is a summary of certain Norwegian tax matters related to purchase, holding and disposal of
shares. The statements herein are, unless otherwise stated, based on laws, rules and regulations in force in Norway as
of the date of this Prospectus and are subject to any changes in law occurring after such date. Such changes could
possibly be made on a retrospective basis. This summary does not address foreign tax laws.
The following summary is of a general nature and does not purport to be a comprehensive description of all Norwegian
tax considerations that may be relevant for a decision to acquire, own or dispose of Shares. Shareholders who wish to
clarify their own tax situation should consult with and rely upon their own tax advisors. Shareholders resident in
jurisdictions other than Norway should consult with and rely upon local tax advisors with respect to the tax position in
their country of residence.
Please note that for the purpose of the summary below, a reference to a Norwegian or non-Norwegian shareholder refers
to the tax residency rather than the nationality of the shareholder.
The tax free allowance is calculated on a share-by-share basis. The allowance for each share is equal to the cost price
of the share multiplied by a risk free interest rate, based on the effective rate after tax of interest on treasury bills (Nw.
statskasseveksler) with three months maturity. The allowance is calculated for each calendar year, and is allocated solely
to Norwegian Personal Shareholders holding shares at the expiration of the relevant calendar year.
Norwegian Personal Shareholders who transfer shares will thus not be entitled to deduct any calculated allowance related
to the year of transfer. Any part of the calculated allowance one year exceeding the dividend distributed on the shares,
may be carried forward and set off against future dividends received on, or gains upon realization, of the same share.
Non-Norwegian Personal Shareholders resident within the EEA for tax purposes may apply individually to Norwegian tax
authorities for a refund of an amount corresponding to the calculated tax-free allowance on each individual share (please
see Section 15.2.1 "Norwegian Personal Shareholders" above). However, the deduction for the tax-free allowance does
not apply in the event that the withholding tax rate, pursuant to an applicable tax treaty, leads to a lower taxation of
dividends than the withholding tax rate of 25% less the tax-free allowance.
If a Non-Norwegian Personal Shareholder is carrying on business activities in Norway and the shares are effectively
connected with such activities, the shareholders will be subject to the same taxation dividends as Norwegian Personal
Shareholders, as described in Section 15.2.1 "Norwegian Personal Shareholders" above.
Non-Norwegian Personal Shareholders who have suffered a higher withholding tax than set out in an applicable tax
treaty, may apply to the Norwegian tax authorities for a refund of excess withholding tax deducted.
Dividends distributed to Non-Norwegian Corporate Shareholders resident within the EEA for tax purposes are exempt
from Norwegian withholding tax; provided that the shareholder is the beneficial owner of the shares and that the
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shareholder is genuinely established and performs genuine economic business activities within the relevant EEA
jurisdiction.
If a Non-Norwegian Corporate Shareholder is carrying on business activities in Norway and the shares are effectively
connected with such activities, the shareholder will be subject to the same taxation of dividends as a Norwegian
Corporate Shareholders, as described above in Section 15.2.2 "Norwegian Corporate Shareholders".
Non-Norwegian Corporate Shareholders who have suffered a higher withholding tax than set out in the applicable tax
treaty, may apply to the Norwegian tax authorities for a refund of the excess withholding tax deducted.
Nominee registered shares will be subject to withholding tax at a rate of 25% unless the nominee has obtained approval
from the Norwegian Tax Directorate for the dividend to be subject to a lower withholding tax rate. To obtain such
approval, the nominee is required to file a summary to the tax authorities, including all beneficial owners that are subject
to withholding tax at a reduced rate.
The withholding obligation in respect of dividend to Non-Norwegian Corporate Shareholders and on nominee registered
shares lies with the company distributing the dividends and the Company assumes this obligation.
The gain or loss is calculated as the difference between the consideration for the share and the cost price (including
costs incurred in relation to the acquisition or realization of the share). From this capital gain, Norwegian Personal
Shareholders are entitled to deduct a calculated allowance, provided that such allowance has not already been used to
reduce taxable dividend income. Please refer Section 15.2.1 "Norwegian Personal Shareholders" for a description of the
calculation of the allowance. The allowance may only be deducted in order to reduce a taxable gain calculated upon the
realization of the share, and may not be deducted to produce or increase a loss for tax purposes, i.e. any unused
allowance exceeding the capital gain upon the realization of a share will be annulled.
Shareholders not resident in Norway for tax purposes are, at the outset, not subject to Norwegian net wealth tax. Non-
Norwegian Personal Shareholders may however be subject to net wealth tax if the shares are held in connection with a
business, or connected to the conduct of trade, in Norway.
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Prospectus – Hiddn Solutions ASA
All reports, letters, and other documents, historical financial information, valuations and statements prepared
by any expert at the Company's request any part of which is included or referred to in the Prospectus.
the historical financial information of the Company for the financial years 2015 and 2016 as well as the interim
reports for the fourth quarter 2016 and 2017.
This Prospectus.
82
Prospectus – Hiddn Solutions ASA
83
APPENDIX A – SUBSCRIPTION FORM
Norwegian bank account to be debited for the payment for Offer Shares
allocated (number of Offer Shares allocated x NOK 1.75).
I/we hereby irrevocably (i) subscribe for the number of Offer Shares specified above subject to the terms and conditions set out in this Subscription Form and in the Prospectus, (ii)
authorise and instruct each of the Manager (or someone appointed by them) acting jointly or severally to take all actions required to transfer such Offer Shares allocated to me/us to the
VPS Registrar and ensure delivery of the beneficial interests to such Offer Shares to me/us in the VPS, on my/our behalf, (iii) authorise DNB Markets to debit my/our bank account as set
out in this Subscription Form for the amount payable for the Offer Shares allocated to me/us and (iv) confirm and warrant to have read the Prospectus and that I/we are eligible to
subscribe for Offer Shares under the terms set forth therein.
First name:
Surname/company:
Street address:
Post code/district/
Country:
Personal ID number/
organisation number:
Legal Entity Identifier*
("LEI")/National Client
Identifier ("NID"):
Nationality:
E-mail address:
Daytime telephone
number:
* A LEI number is a global identification code for legal entities and a NID number is a global identification code for natural persons. As a result of MiFID II/MIFIR, all legal entities
and natural persons need a LEI/NID number in order to participate in financial transactions from 3 January 2018. For Norwegian citizens, the NID code is the same as the
national identity number (Nw.: “personnummer”), with “NO” as a prefix.
ADDITIONAL GUIDELINES FOR THE SUBSCRIBER
Regulatory issues: In accordance with the Markets in Financial Instruments Directive ("MiFID") of the European Union, Norwegian law imposes requirements
in relation to business investments. In this respect, the Manager must categorize all new clients in one of three categories: eligible counterparties, professional
clients and non-professional clients. All subscribers in the Rights Issue who are not existing clients of one of the Manager will be categori zed as non-
professional clients. Subscribers can, by written request to a Manager, ask to be categorized as a professional client if the subscriber fulfils the applicable
requirements of the Norwegian Securities Trading Act. For further information about the categorization, the subscriber may contact DNB Markets (DNB
Markets, KSC - Customer Administration, P.O. Box 7100, NO5020 Bergen, Norway or www.dnb.no/en/mifid). The subscriber represents that he/she/it
is capable of evaluating the merits and risks of a decision to invest in the Company by subscribing for Offer Shares, and is able to bear the
economic risk, and to withstand a complete loss, of an investment in the Offer Shares.
Selling restrictions: Investors who wish to subscribe for Offer Shares should carefully review Section 14 "Selling and transfer restrictions" of the Prospectus.
The Company is not taking any action to permit a public offering of the Subscription Rights or the Offer Shares (pursuant to the exercise of the Subscription
Rights or otherwise) in any jurisdiction other than Norway. Receipt of the Prospectus will not constitute an offer in those jurisdictions in which it would be
illegal to make an offer and, in those circumstances, the Prospectus effecting is for information only and should not be copi ed or redistributed. Investors
should consult their professional advisors as to whether they require any governmental or other consent or need to observe any other formalities to enable
them to subscribe for Offer Shares. It is the responsibility of any person wishing to subscribe for Offer Shares under the Rights Issue to satisfy himself or
herself as to the full observance of the laws of any relevant jurisdiction in connection therewith, including obtaining any governmental or other consent which
may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes due in such territories. The
Subscription Rights and Offer Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not and will not be offered, sold,
exercised, pledged, resold, granted, delivered, allocated, taken up, transferred or delivered, directly or indirectly, within the United States. The Offer Shares
are being offered and sold outside the United States in reliance on Regulation S under the U.S. Securities Act. The Subscription Rights and Offer Shares have
not been, and will not be, registered under applicable securities laws of Australia, Canada, Hong Kong or Japan, and may not and will not be offered, sold,
exercised, pledged, resold, granted, delivered, allocated, taken up, transferred or delivered, directly or indirectly, in or into Australia, Canada, Hong Kong or
Japan or in any other jurisdiction in which it would not be permissible to offer the Subscription Rights or the Offer Shares. A notification of exercise of
Subscription Rights and subscription of Offer Shares in contravention of the above restrictions may be deemed to be invalid. By subscribing for Offer Shares,
persons effecting subscriptions will be deemed to have represented to the Company that they, and the persons on whose behalf they are subscribing for the
Offer Shares, have complied with the above selling restrictions. Persons effecting subscriptions on behalf of any person located in the United States will be
responsible for confirming that such person, or anyone acting on its behalf, has executed an investment letter in the form to be provided by a Manager upon
request.
Execution only: The Manager will treat the Subscription Form as an execution-only instruction. The Manager is not required to determine whether an
investment in the Offer Shares is appropriate or not for the subscriber. Hence, the subscriber will not benefit from the protection of the relevant conduct of
business rules in accordance with the Norwegian Securities Trading Act.
Information exchange: The subscriber acknowledges that, under the Norwegian Securities Trading Act and the Norwegian Commercial Banks Act and
foreign legislation applicable to the Manager there is a duty of secrecy between the different units of each of the Manager, as well as between Manager and
the other entities in the Manager's respective groups. This may entail that other employees of the Manager or the Manager's respective groups may have
information that may be relevant to the subscriber and to the assessment of the Offer Shares, but which the Manager will not have access to in their capacity
as Manager for the Rights Issue.
Information barriers: The Manager is a security firm that offer a broad range of investment services. In order to ensure that assigments undertaken in the
Manager's respective corporate finance departments are kept confidential, the Manager other activities, including analysis and stock brocking, are separated
from the respective Manager's corporate finance department by information walls. Consequently, the subscriber acknowledges that the Manager's analysis
and stock broking activity may conflict with the subscriber's interests with regard to transactions in the Shares, including the Offer Shares.
VPS account and mandatory anti-money laundering procedures: The Rights Issue is subject to applicable anti-money laundering legislation, including
the Norwegian Money Laundering Act of 6 March 2009 no. 11 and the Norwegian Money Laundering Regulations of 13 March 2009 no. 302 (collectively, the
"Anti-Money Laundering Legislation"). Subscribers who are not registered as existing customers of the Manager must verify their identity to the Manager in
accordance with requirements of the Anti-Money Laundering Legislation, unless an exemption is applicable. Subscribers who have designated an existing
Norwegian bank account and an existing VPS account on the Subscription Form are exempted, unless verification of identity is requested by the Manager.
Subscribers who have not completed the required verification of identity prior to the expiry of the Subscription Period may not be allocated Offer Shares.
Furthermore, participation in the Rights Issue is conditional upon the subscriber holding a VPS account. The VPS account number must be stated on the
Subscription Form. VPS accounts can be established with authorised VPS registrars, which can be Norwegian banks, authorised investments firms in Norway
and Norwegian branches of credit institutions established within the EEA. However, investors may use nominee VPS accounts registered in the name of a
nominee. The nominee must be authorised by the Norwegian Ministry of Finance. Establishment of a VPS account requires verification of identification by the
relevant VPS registrar in accordance with the Anti-Money Laundering Legislation.
Terms and conditions for payment by direct debiting - securities trading: Payment by direct debiting is a service the banks in Norway provide in
cooperation. In the relationship between the payer and the payer's bank the following standard terms and conditions apply:
a) The service "Payment by direct debiting – securities trading" is supplemented by the account agreement between the payer and the payer's bank,
in particular Section C of the account agreement, General terms and conditions for deposit and payment instructions.
b) Costs related to the use of "Payment by direct debiting – securities trading" appear from the bank's prevailing price list, account information and/or
information given in another appropriate manner. The bank will charge the indicated account for costs incurred.
c) The authorisation for direct debiting is signed by the payer and delivered to the beneficiary. The beneficiary will deliver the instructions to its bank
that in turn will charge the payer's bank account.
d) In case of withdrawal of the authorization for direct debiting the payer shall address this issue with the beneficiary. Pursuant to the Norwegian
Financial Contracts Act the payer's bank shall assist if the payer withdraws a payment instruction that has not been completed. Such withdrawal
may be regarded as a breach of the agreement between the payer and the beneficiary.
e) The payer cannot authorise payment of a higher amount than the funds available on the payer's account at the time of payment. The payer's bank
will normally perform a verification of available funds prior to the account being charged. If the account has been charged with an amount higher
than the funds available, the difference shall immediately be covered by the payer.
f) The payer's account will be charged on the indicated date of payment. If the date of payment has not been indicated in the authorisation for direct
debiting, the account will be charged as soon as possible after the beneficiary has delivered the instructions to its bank. The charge will not, however,
take place after the authorisation has expired as indicated above. Payment will normally be credited the beneficiary's account between one and three
working days after the indicated date of payment/delivery.
g) If the payer's account is wrongfully charged after direct debiting, the payer's right to repayment of the charged amount will be governed by the
account agreement and the Norwegian Financial Contracts Act.
Overdue and missing payments: Overdue payments will be charged with interest at the applicable rate under the Norwegian Act on Interest on Overdue
Payment of 17 December 1976 No. 100; 8.50% per annum as of the date of the Prospectus. If a subscriber fails to comply with the terms of payment or
should payments not be made when due, the subscriber will remain liable for payment of the Offer Shares allocated to it and the Offer Shares allocated to
such subscriber will, subject to the discretion of the Company, not be delivered to the subscriber. The Underwriters will, in accordance with the Underwriting
Agreement and up to the respective amounts underwritten by them, pay any subscription amounts not paid by subscribers when due, on behalf of such non-
paying subscribers, in order to secure issuance of the Offer Shares without delay. The non-paying subscribers will remain fully liable for the subscription
amount payable for the Offer Shares allocated to them, irrespective of such payment by the Underwriters. The Offer Shares allocated to such subscribers will
be transferred to a VPS account operated by DNB Markets on behalf of the Underwriters and will be transferred to the non-paying subscribers when payment
of the subscription amount for the relevant Offer Shares is received. However, the Underwriters reserve the right to sell or assume ownership of the Offer
Shares from and including the fourth day after the Payment Date without further notice to the subscriber in question if payment has not been received within
the third day after the Payment Date. If the Offer Shares are sold on behalf of the subscriber, the subscriber will be liable for any loss, costs, charges and
expenses suffered or incurred by the Company and/or the Underwriters as a result of, or in connection with, such sales. The Company and/or the Underwriters
may enforce payment for any such amount outstanding in accordance with applicable law. The Underwriters' obligations to pay for the Offer Shares pursuant
to the payment guarantee is subject to the satisfaction or waiver of the conditions set out in the Underwriting Agreement.
Hiddn Solutions ASA
Nedre Vollgate 4
0158 Oslo
Norway
Tel: + 47 22 12 00 12
www.hiddnsolutions.com
Aabø-Evensen & Co
Karl Johans gate 27
P.O. Box 1789 Vika, NO-0122
Oslo, Norway