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.
2 October 2012: Borregaard ASA ("Borregaard")
Reference is made to the stock exchange
announcement dated 1 October 2012, regarding
Borregaard's initial public offering
(the "Offering") and the transaction details of the
Offering. The Financial Supervisory Authority of
Norway has approved the prospectus dated 2 October
2012 (the "Prospectus") that has been prepared in
connection with the Offering and the listing of
Borregaard's shares on the Oslo Stock Exchange under
the symbol "BRG".
The prospectus will be available, subject to
regulatory restrictions in certain jurisdictions, at
www.sebenskilda.no from the commencement of the book-
building period and the application period for the
Offering, 3 October 2012 at 09:00 hours (CET).
Hard copies of the Prospectus may also be obtained
free of charge from the same date at the offices of
Borregaard at Hjalmar Wessels vei 10, 1721 Sarpsborg,
Norway, or by contacting one of the Managers.
ABG Sundal Collier and UBS Investment Bank are acting
as Joint Global Co-ordinators and Joint Bookrunners,
and DNB Markets, Handelsbanken Capital Markets and
SEB Enskilda are acting as Co-Lead Managers for the
Jørn Syvertsen, Director Investor Relations,
Tel: +47 958 36 335
Per Bjarne Lyngstad, Senior Vice President & CFO,
Tel: +47 952 44 515
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