IT Fornebu Properties ASA - Resolution to carry out initial public offering
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS STOCK EXCHANGE NOTICE.
Oslo, 28 April 2011: IT Fornebu Properties ASA (the "Company" - OSE: IPROP) has resolved to carry out an offering of minimum 31,250,000 and maximum 35,416,667 New Shares with gross proceeds of between NOK 450 million - NOK 510 million and a Secondary Sale of existing shares of minimum 31,250,000 and maximum 51,398,981 shares with gross proceeds between NOK 450 million – NOK 837.8 million, with a following listing of the shares on Oslo Børs (alternatively on Oslo Axess). The Company has granted the managers an over-allotment option of up to approximately 10% of the shares to be offered in the offering, limited to 8,680,000 shares, with a greenshoe option for the stabilisation manager. The indicative offer price range is set from NOK 14.40 to NOK 16.30 per share.
The Company is one of the leading commercial real estate developers in the greater Oslo area, holding both yielding properties and development properties in the highly attractive Fornebu-area just outside Oslo city. Current portfolio includes some 75,000 square meters (sqm) of existing property, 143,000 sqm pre-let under development and another 105,000 sqm of property to be developed.
The offering will comprise an institutional offering directed towards Norwegian and certain international professional and institutional investors that may lawfully participate in the offering, and a public offering in Norway and Sweden. Pending approval of the prospectus for the offering by the Norwegian Financial Supervisory Authority, the application period for institutional investors is from and including 2 May 2011 to 16:00 CET on 13 May 2011, and from and including 2 May 2011 to 12:00 CET on 13 May 2011 for retail investors (subject to extension).
The terms and conditions of the offering will be presented in the listing and offering prospectus, which is expected to be approved by the Norwegian Financial Supervisory Authority on or about 28 April 2011. Investing in the Company's shares, including the offer shares, involves risks. Risk factors will be described in the prospectus for the offering.
The completion of the offering will be subject to that the Company can fulfill the listing requirements for listing on Oslo Børs (alternatively Oslo Axess) and resolution by the board of directors of the Company to complete the offering which is inter alia conditioned of receiving orders for minimum gross proceeds of NOK 900 million.
The Managers of the Offering are Pareto Securities AS and First Securities AS.
The prospectus will be available at the company's web pages www.itfornebu.no and at the web-pages of Pareto Securities AS www.pareto.no and First Securities AS www.first.no once approved. At the same time, the prospectus will also be available free of charge at the business offices of the Company, Pareto Securities AS and First Securities AS in Oslo.
For further information, please contact:
Erik Løfsnes, CEO, IT Fornebu Properties ASA, phone +47 957 69 597
About IT Fornebu Properties ASA
IT Fornebu is a Norwegian Public Limited Company established in 1997. Today the Company holds yielding and development properties located at Fornebu. The Company has currently nearly 127,000 sqm of existing property, 143,000 sqm of property under development and 107,000 sqm of property to be developed. The Company’s business concept is long-term real estate investment exposure focused on investment, management and development of commercial properties, mainly offices, for both private and governmental companies. IT Fornebu Properties ASA’s geographical investment focus is the greater Oslo area. The Company is a fully integrated property company with expertise within all parts of the property value chain.
The contents of this announcement have been prepared by and are the sole responsibility of IT Fornebu Properties ASA. The financial advisors are acting exclusively for the Company and no one else, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contemplated offering, the contents of this announcement or any of the matters referred to herein.
The offering and the distribution of this announcement and other information in connection with the offering may be restricted by law in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This announcement may not be used for, or in connection with, and does not constitute, any offer of securities for sale in the United States or in any other jurisdiction. The offering will not be made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful.
This announcement is not for distribution, directly or indirectly in or into any jurisdiction in which it is unlawful to make any such offer or solicitation to such person or where prior registration or approval is required for that purpose. No steps have been taken or will be taken relating to the offering in any jurisdiction outside of Norway in which such steps would be required. Neither the publication and/or delivery of this announcement shall under any circumstances imply that there has been no change in the affairs of the Company or that the information contained herein is correct as of any date subsequent to the earlier of the date hereof and any earlier specified date with respect to such information.
Securities may not be offered or sold in the United States absent registration or an exemption from registration. The offer shares offered in the offering 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 of the United States, and may not be offered or sold within the United States, except in transactions exempt from registration under the US Securities Act, or in any other jurisdiction in which it would not be permissible to offer or sell such offer shares. All offers and sales outside the United States will be made in reliance on Regulation S under the US Securities Act.
This document does not constitute an offering circular or prospectus in connection with an offering of securities of the Company. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the prospectus to be distributed and made available by the Company only to qualified persons in certain jurisdictions where an offer may be made. This document does not constitute an offer to sell, or the solicitation of an offer to buy or subscribe for, any securities and cannot be relied on for any investment contract or decision.
This information is subject of the disclosure requirements according to §5-12 of the Norwegian Securities Trading Act.