Block Watne Gruppen - Private placement

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This news release has not and will not, directly or indirectly, be distributed or made public in the United States, Australia, Japan or Canada.
 
(Oslo 19 April 2007) As announced 26 March 2007, Block Watne Gruppen ASA ("Block Watne Gruppen" or the "Company") has entered into an agreement to acquire Prevesta AB ("Prevesta") for SEK 1 900 million (NOK 1 731 million) on a cash and debt free basis ("enterprise value").
 
The acquisition will be financed with a combination of 6 502 242 new shares to be issued to the sellers of Prevesta and approximately SEK 1 600 million (NOK 1 460 million) in cash including refinancing of existing debt in Prevesta. The entire purchase price is fully financed through committed credit facilities.
 
Block Watne Gruppen's annual general meeting on 18 April 2007 approved the issue of the 6 502 242 new shares to the sellers of Prevesta and in addition, authorised the board of directors of the Company to increase the Company's share capital by up to NOK 4 500 000. The authorisation permitted the board of directors to waive the shareholders' pre-emptive rights.
 
Based on this authorisation, Block Watne Gruppen has decided to conduct a private placement of approximately NOK 650 million directed towards institutional and professional investors. The proceeds will be used to strengthen Block Watne Gruppen's equity and liquidity position. The application period in the private placement will be from 19 April 2007 at 09:00 hrs CET until 26 April 2007 at 16:30 hrs CET. However, the application period may be shortened or extended.
 
The offering price for the shares will be set based on a book-building process and will, subject to a successful book-building, be set in a board meeting to be held as soon as practicable following the closing of the book-building process. The minimum application amount in the private placement will be NOK 500 000. The sole lead manager and bookrunner for the private placement is SEB Enskilda ASA (Lead Manager). Nordea Bank Norge ASA is co-manager.
 
In order to secure timely delivery of tradable shares in Block Watne Gruppen to investors who are allocated shares in the private placement, the Lead Manager will enter into an agreement with the main shareholder in Block Watne Gruppen, Lani Industrier AS, whereby the Lead Manager will borrow already issued and listed shares and deliver such shares to investors against payment of the offer price. The Lead Manager will use the new shares issued in the private placement to settle the share loan. A prospectus will be prepared and issued in connection with the listing of the new shares issued in the private placement.
 
Closing of the acquisition of Prevesta is conditional upon the Financial Supervisory Authority in Sweden and the Commissariat aux Assurances (Insurance Regulatory Authority) in Luxembourg approving the indirect change of ownership of two insurance companies, Gar-Bo Försäkring AB and Agat Re SA in Luxembourg, in which Prevesta indirectly owns 33.6%. These two companies are owned jointly with other house developers in the Swedish market. Block Watne Gruppen and the sellers of Prevesta foresee no reason for such approvals not being granted. Closing of the transaction will take place shortly following the receipt of such approvals. The issuance of the 6 502 242 new shares in Block Watne Gruppen to the sellers of Prevesta is conditional upon the closing of the acquisition. The private placement is not conditional upon the closing of the acquisition of Prevesta.
 
For further information, please contact:
Lars Nilsen, CEO, Block Watne Gruppen ASA, tel: +47 23 24 60 00
Ketil Kvalvik, CFO, Block Watne Gruppen ASA, tel: +47 90 77 13 15
 
or
SEB Enskilda ASA, Tel: +47 21 00 85 00
 
 
Disclaimer
The information contained herein is not for publication or distribution in or into the United States of America. The materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the Securities Act of 1933, as amended, and the rules and regulations there under. There is no intention to register any portion of the offering referred to herein in the United States of America or to conduct a public offering of securities in the United States of America.
 
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption of registration or qualification under the securities laws of any such jurisdiction.

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