Weifa ASA : Approved Prospectus and commencement of Subscription Period

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES

Oslo, Norway, 26 May 2015

Weifa ASA (OSE: WEIFA), reference is made to the stock exchange announcement by Weifa ASA ("Weifa") on 15 May 2015 and 20 April 2015 regarding the contemplated sale of Weifa's B2B business and tablet production to the newly established company Vistin Pharma AS, and the contemplated equity issue (the "Offering") in Vistin Pharma ASA (the "Company" or "Vistin Pharma").   

The Financial Supervisory Authority of Norway has approved a prospectus prepared by the Company covering the following:

Offering and listing of 15,554,935 New Shares with tradable subscription rights for existing shareholders of Weifa as per the end of 19 May 2015 ("Rights Offering").

Offering and listing of 1,500,000 Employee Offer Shares directed towards the executive management, Board of Directors and employees of the Company ("Employee Offering").

The Offering

The Offering consists of two tranches;

• 15,554,935 new shares at NOK 10.00 per new share (the "New Shares") are directed towards the shareholders of Weifa as of 19 May 2015 (the "Rights Offering"), 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 (the "Eligible Shareholders"); and
   
• 1,500,000 new shares at NOK 10.00 per new share (the "Employee Offer Shares") are directed towards the Company's full-time employees, executive management and Board of Directors (the "Employee Offering").

The Offering is fully guaranteed primarily by large existing shareholders of Weifa. The underwriters will receive a guarantee commission of 2% of their guaranteed amount, subject to completion of the Offering. Each Underwriter's obligation is subject to approval of the listing of the Company's shares on Oslo Axess by the board of directors of Oslo Børs. For further information regarding the underwriter agreement, please see section 6.1.3 "The Underwriting and the Underwriting Syndicate" in the Prospectus.  

The Rights Offering

The Rights Offering comprises an offering of 15,554,935 New Shares at a subscription price of NOK 10.00, corresponding to gross proceeds of approximately NOK 155 million. The Rights Offering will be directed towards the shareholders of Weifa as of close of the Oslo Stock Exchange on 19 May 2015, as registered in the Norwegian Central Security Depository (VPS) on 21 May 2015 ("Record Date") who are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, would require any filing, registration or similar action. Regarding further restrictions in respect of who may be allocated or permitted to acquire or exercise Subscription Rights/subscribe for New Shares, reference is made to section 6.2.4 "Subscription  Rights"  and  Section  16 "Selling  and  Transfer Restrictions" in the Prospectus.

Subscription Period:

From and including 26 May 2015 to 4 June at 16:30 CET.

Subscription Price:

The subscription price in the Rights Offering is NOK 10.00 per New Share.

Subscription Rights:

Each Eligible Shareholder will be granted one (1) Subscription Right for every 102 Weifa ASA shares owned as of the Record Date. One Subscription Right will, subject to applicable securities law, give the holder the right to subscribe for and be allocated one New Share in the Company in the Rights Offering. Oversubscription is allowed. Subscription without Subscription Rights is not permitted.

The Subscription Rights will be tradable and listed on Oslo Axess with ticker code "VISTIN T". The trading period for the Subscription Rights is from and including 26 May 2015 to 2 June 2015 at 16:30 CET.

The Subscription Rights are expected to have an economical value. Please note that Subscription Rights that are not used to subscribe for New Shares before the end of the Subscription Period or sold before 16:30 CET on 2 June 2015 will lapse without compensation and consequently be of no value.

Listing of Vistin Pharma on Oslo Axess

Vistin Pharma ASA applied for admission to trading of its Shares on Oslo Axess on 23 April 2015 and the listing application will be considered by the board of directors of the Oslo Stock Exchange on 26 May 2015. Listing of the Company is expected to be conditional upon the following:

• Prior to the first day of listing, the requirement for the number of shareholders as stipulated in Oslo Axess Listing Rules, section 2.4.2, is fulfilled;
• At least 25% of the shares to be listed are held by the general public as required by the Oslo Axess Listing Rules, section 2.4.1;
• That the Company raises at least NOK 170 million in new equity through the contemplated Offering; and
• Completes the Sale and Offering as planned

There is no guarantee that the Company will fulfill the above mentioned conditions and that the Oslo Stock Exchange approves the Company's listing application. Trading in the Subscription Rights is on the investors own risk, and the investors will not be reimbursed for costs incurred when acquiring Subscription Rights in the event that the Company does not complete the Offering and the Shares are not listed on Oslo Axess.  

Given approval of the Company's listing application and fulfilment of the above conditions, Vistin Pharma ASA expects commencement of trading in the Shares on Oslo Axess on or around 10 June 2015. The Shares will be listed under the ticker symbol "VISTIN".

For further information regarding Vistin Pharma and the contemplated transactions, please refer to the stock exchange notices published by Weifa on 13 March 2015 (including the launch presentation), 20 April 2015 and 15 May 2015, and the Prospectus.

The Offering is managed by Carnegie AS. Advokatfirmaet Schjødt AS has acted as legal adviser (as to Norwegian law) in connection with the Offering.

The Prospectus together with the Subscription Form will be available at www.weifa.no and www.carnegie.no, and will also be available free of charge at the business offices of the Company (Østensjøveien 27, 0661 Oslo) and Carnegie (Grundingen 2, Aker Brygge, 0106 Oslo). Norwegian investors with a VPS account can in addition subscribe for New Shares in the Rights Offering online at www.carnegie.no.

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act and pursuant to the Continuing Obligations of stock exchange listed companies.

Contact:

Gunnar Manum
CFO
+47 951 79 190
gunnar.manum@weifa.no

Important information:

The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia).

This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States. The issue, exercise, purchase or sale of subscription rights and the subscription or purchase of shares in the Company are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Manager assumes any responsibility in the event there is a violation by any person of such restrictions.

The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Carnegie is acting for the Company and no one else in connection with the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Offering and/or any other matter referred to in this release.

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