Norgani Hotels ASA - Amendments to the offer from Oslo Properties AS

NOK 94 per share in cash.

(i) Acceptances of the Offer representing (together with the Shares already owned by the Offeror) more than 67 % of the shares and votes in the Target;

 

(ii) the operations of the Target between announcement and completion of the Offer having been conducted in the ordinary course of business and in all material aspects in accordance with applicable laws, regulations and decisions of any governmental body, and the Target prior to completion of the Offer not undertaking any share capital increases, proposals to shareholders for merger, payment of dividend, issuance of convertible securities, options to acquire shares, or any other change of its capital or corporate structure, or sale or disposal of material assets, a material acquisition, or a material increase in liabilities;

 

(iii) there being no actions, changes, events, violations, circumstances, information or effects prior to the completion of the Offer that are or are reasonably expected to become, materially adverse to the value, business, assets (including intangible assets), liabilities, capitalization, financial conditions or results or operations of the Target, nor the acquisition of or value of the shares in the Target having become partially or wholly impossible or significantly changed or impeded as a result of legislation, regulation, change of control, any decision of court or public authority, or other comparable measures, including actions by the Target or any third party, beyond the Offeror's control.

 

In the event that OPAS sells any Norgani Hotels Shares during the six months following the completion of the Offer at a price in excess of the offer price paid by the Offeror in the Offer, the Offeror will pay to each Norgani Hotels Shareholder who has accepted the Offer an amount in cash equal to the difference between such sale price and offer price paid by OPAS in the Offer, multiplied by the number of Norgani Hotels Shares sold by such Norgani Hotels Shareholders to OPAS in the Offer