Approved listing application
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES, AUSTRALIA, CANADA
OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
25 September 2012: The Board of Oslo Børs approves
Borregaard ASA for listing at Oslo Børs.
At its meeting on 25 September 2012, the Board of
Directors of Oslo Børs (the "Board") resolved to
admit shares in Borregaard ASA ("Borregaard" or
the "Company") to listing on Oslo Børs.
The Board agreed to exempt the Company from the
requirement that a listed company must have been in
existence for at least three years, cf. Sections
2.3.1 and 2.3.2 of the Oslo Børs Listing Rules. This
exemption was granted because the Company's business
has been in existence for the required time, but has
operated through different legal entities.
The Board stipulated that, prior to the first day of
listing, the Company must satisfy the requirement for
the number of shareholders as specified in Section
2.4.2 of the Oslo Børs Listing Rules, have at least
25% spread of share ownership among the general
public for the shares for which admission to stock
exchange listing is sought, as specified in section
2.4 of the Oslo Børs Listing Rules and publish an
The Board authorised the Chief Executive Officer of
Oslo Børs to fix the date of the first day of
listing, which is to be no later than 9 November 2012.
This announcement is not and does not form a part of
any offer for sale of securities.
Copies of this announcement are not being made and
may not be distributed or sent into the United
States, Australia, Canada, Japan or any other
jurisdiction in which such distribution would be
unlawful or would require registration or other
The securities referred to in this announcement have
not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in
the United States absent registration or an exemption
from the registration requirements of the Securities
Act and in accordance with applicable U.S. state
securities laws. The Company does not intend to
register any part of the offering in the United
States or to conduct a public offering of securities
in the United States.
Any offering of the securities referred to in this
announcement will be made by means of a prospectus.
This announcement is not a prospectus for the
purposes of Directive 2003/71/EC (together with any
applicable implementing measures in any Member State,
the "Prospectus Directive"). Investors should not
subscribe for any securities referred to in this
announcement except on the basis of information
contained in the aforementioned prospectus.
In any EEA Member State other than Norway that has
implemented the Prospectus Directive, this
communication is only addressed to and is only
directed at qualified investors in that Member State
within the meaning of the Prospectus Directive, i.e.,
only to investors who can receive the offer without
an approved prospectus in such EEA Member State.
This communication is only being distributed to and
is only directed at persons in the United Kingdom
that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended
(the "Order") or (ii) high net worth entities, and
other persons to whom this announcement may lawfully
be communicated, falling within Article 49(2)(a) to
(d) of the Order (all such persons together being
referred to as "relevant persons"). This
communication must not be acted on or relied on by
persons who are not relevant persons. Any investment
or investment activity to which this communication
relates is available only to relevant persons and
will be engaged in only with relevant persons.
Persons distributing this communication must satisfy
themselves that it is lawful to do so.
Matters discussed in this announcement may constitute
forward-looking statements. Forward-looking
statements are statements that are not historical
facts and may be identified by words such
as "believe," "expect," "anticipate," "intends," "esti
mate," "will," "may," "continue," "should" and
similar expressions. The forward-looking statements
in this release are based upon various assumptions,
many of which are based, in turn, upon further
assumptions. Although Orkla believes that these
assumptions were reasonable when made, these
assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies
and other important factors which are difficult or
impossible to predict and are beyond its control.
Such risks, uncertainties, contingencies and other
important factors could cause actual events to differ
materially from the expectations expressed or implied
in this release by such forward-looking statements.
The information, opinions and forward-looking
statements contained in this announcement speak only
as at its date, and are subject to change without
This information is subject to disclosure
requirements pursuant to section 5-12 of the
Norwegian Securities Trading Act