Final result of the subsequent offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
The subscription period for the subsequent offering (the “Subsequent Offering”) in Norwegian Energy Company ASA (the “Company”) expired at 16:30 hours CEST on 23 August 2019.
The final allocation of the new shares in the Subsequent Offering has now been completed based on the allocation criteria set out in the Company’s prospectus dated 9 August 2019 (the “Prospectus”). At the expiry of the subscription period, the Company had received subscriptions for a total of 3,552,004 new shares in the Subsequent Offering. The Subsequent Offering was oversubscribed of approximately 101% of the maximum number of new shares to be issued in the Subsequent Offering.
1,558,207 new shares, constituting approximately 88% of the allocated new shares, are allocated through the exercise of subscription rights, and 210,441 of new shares, constituting approximately 12 % of the allocated new shares, are allocated pro-rata to subscribers who have oversubscribed.
Notification of allocated new shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed on 28 August 2019. Payment for the allocated shares falls due on 30 August 2019 in accordance with the payment procedures described in the Prospectus.
It will be issued 1,768,648 new shares in the Subsequent Offering. Following the completion of the Subsequent Offering, the share capital of the Company will be NOK 245 490 143.148 66814 divided into 24 549 013 shares, each with a nominal value of NOK 10.000 000 535 60883. The new shares may not be transferred or traded before they have been fully paid and the share capital increase pertaining to the Subsequent Offering has been registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret). It is expected that the share capital increase will be registered in the Norwegian Register of Business Enterprises on or about 30 August 2019 and that the new shares will be transferred to the VPS accounts of the subscribers on or about 2 September 2019, subject to timely payment.
ABG Sundal Collier ASA and Arctic Securities AS act as joint lead managers, and Advokatfirmaet BAHR AS acts as legal advisor, to Noreco in the Subsequent Offering.
For further information, please contact:
Frederik Rustad, Managing Director
Tel.: +47 22 33 60 00 or email: firstname.lastname@example.org
About Norwegian Energy Company ASA
Noreco is a publicly owned company with focus on the oil, gas and offshore industry. The company's shares are listed on the Oslo Stock Exchange (ticker NOR). For further information, please visit: www.noreco.com.
The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Company's joint lead managers 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 securities transactions, the contents of this announcement or any of the matters referred to herein.
The securities transactions and the distribution of this announcement and other information in connection with the securities transactions 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 securities transactions have not been 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 securities transactions in any jurisdiction 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.
This announcement is not for publication or distribution, directly or indirectly, in the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The shares of the Company nor the shares or bonds issued in the securities transactions 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 in the United States or to, or for the account of, U.S. persons (as such term is defined in Regulation S under the US Securities Act), except pursuant to an effective registration statement under, or an exemption from the registration requirements of, the US Securities Act. All offers and sales outside the United States will be made in reliance on Regulation S under the US Securities Act. There will be no public offer of securities in the United States.
This announcement 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 investor material made available by the Company only to qualified persons in certain jurisdictions where an offer may be made. This announcement 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 document contains forward-looking statements. All statements other than statements of historical fact included in this information are forward-looking statements. Forward-looking statements are current expectations and projections relating to the Company's financial condition, results of operations, plans, objectives, future performance and business. These statements may include, without limitation, any statements preceded by, followed by or including words such as "target," "believe," "expect," "aim," "intend," "may," "anticipate," "estimate," "plan," "project," "will," "can have," "likely," "should," "would," "could" and other words and terms of similar meaning or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the Company's actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which it will operate in the future.
This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.