HNA/HNB - Successful completion of the Initial Public Offering
NOT FOR DISTRIBUTION IN WHOLE OR IN PART IN THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN
Hafslund Infratek ASA ("Hafslund Infratek" or "the Company") is proud to announce its initial public offering on the Oslo Stock Exchange, with its shares to be listed under the trading symbol `HIT`. The initial public offering price was set at NOK 18 per share. The Offering includes a total of 15,730,000 shares, consisting of 11,100,000 New Shares being issued by the Company, 3,200,000 shares being sold by Hafslund ASA, and 1,430,000 shares being allotted by the lead manager, Carnegie ASA, pursuant to an over-allotment facility. The total transaction size thus amounts to approximately NOK 283 million (USD 51.2 million). The market capitalisation of Hafslund Infratek, based upon the initial offering price, is NOK 770 million. The first day of trading of the shares on the Oslo Stock Exchange will be 5 December 2007.
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The board of directors of Hafslund Infratek ASA has resolved to issue 11,100,000 New Shares and the board of directors of Hafslund ASA has resolved to sell 3,200,000 Secondary Shares plus to grant the lead manager, Carnegie ASA, an over-allotment option of 1,430,000 Secondary Shares, in the initial public offering of shares in Hafslund Infratek ASA on the Oslo Stock Exchange. The Offering was priced at NOK 18 per share, implying a market capitalisation of the Company after completion of the Offering of NOK 770 million. The Offering was primarily subscribed by high quality international and Norwegian institutional investors. Following the Offering, the Company will have more than 700 shareholders. The gross proceeds to the Company amounted to approximately NOK 200 million. The Company will not receive any proceeds from the sale of shares by Hafslund ASA.
Hafslund Infratek is a leading turn-key supplier of services related to developing, operating and securing critical infrastructure; energy carriers, telecom and security systems. The Company has a strong presence in the southern part of Norway, with growth ambitions both in Norway and the Nordic region. Hafslund Infratek focuses on the corporate market; utility companies, the oil and gas industry and real estate contractors and owners. For the first nine months of 2007 the Company reported revenues of NOK 946 million.
The net proceeds from the Offering will be used to further strengthen the strategic and financial position of Hafslund Infratek as a stand alone entity. A significant part of the net proceeds will be used to repay debt to the Hafslund Group, mainly related to the financing of working capital. The level of working capital required varies with among others the activity level. At end of October this amounted to approx. NOK 130 million. The remainder of the net proceeds will be used to finance general corporate purposes, including funding general working capital needs and potential smaller acquisitions.
The number of shares in issue following the Offering will be 42,788,360. On completion of the Offering (assuming an exercise of the Greenshoe Option, which amounts to approximately 3.3 per cent of the issued capital), Hafslund ASA will have a shareholding of approximately 63.2 per cent of the Company. Senior management members and members of the Board of Directors will have a combined holding of approximately 1.0 per cent, and the free float will be approximately 35.7 per cent. Hafslund ASA is subject to a 12 months lock-up period following admission to the Oslo Stock Exchange.
The first day of trading on the Company's shares on the Oslo Stock Exchange will be Wednesday, 5 December 2007. Registration of the new shares issued in the Norwegian company register is expected to take place on Tuesday, 4 December 2007. For investors in the institutional offering, delivery against payment in respect of allocated shares is expected to take place on Wednesday, 5 December 2007. For investors and employees in the retail and employee offering, for which timely payment is received as set out in the prospectus, delivery of allocated shares is expected to take place on Wednesday, 5 December 2007.
Commenting on the announcement, Bjørn Frogner, Chief Executive Officer of Hafslund Infratek, said:
- I am glad to announce the completion of the IPO of Hafslund Infratek in a challenging equity capital market. A separation of Hafslund Infratek as an independent listed company is strengthening our position to take a leading role, both from a structural and organic point of view, in the Norwegian and increasingly in the Nordic market for turn-key deliveries within developing, operating and securing critical infrastructure.
Furthermore, Christian Berg, Chief Executive Officer of Hafslund ASA, commented the following:
- This IPO gives Hafslund Infratek the operational, strategic and financial flexibility required to take an active role in a market in change. Hafslund will retain majority ownership and through active ownership contribute to further valuation creation.
Carnegie ASA acts as sole advisor to Hafslund ASA in the divestment process and as sole bookrunner and lead manager for the Offering and Listing. DnB NOR Markets acted as co-lead manager in the Offering.
Oslo, 3 December 2007
For further information, please contact:
Bjørn Frogner, CEO: + 47 913 79 505
Heidi Ulmo, CFO: + 47 909 19 325
or
Gunnar Gjørtz, Chairman of the board and Group Senior Vice President Treasury Hafslund ASA:
+47 922 17 200
+47 922 17 200
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THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OF HAFSLUND INFRATEK IN THE UNITED STATES, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE THEREOF IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. THE SECURITIES OF HAFSLUND INFRATEK MAY ONLY BE OFFERED AND SOLD IN THE UNITED STATES PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. ANY PUBLIC OFFERING OF THE HAFSLUND INFRATEK'S SECURITIES IN THE UNITED STATES WILL BE MADE ONLY BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM HAFSLUND INFRATEK AND THAT WILL CONTAIN DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS AND OTHER INFORMATION RELEVANT TO INVESTORS.