Norwegian Property ASA - contemplated private placement of new shares
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG 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.
Norwegian Property ASA (“Norwegian Property” or the “Company”) contemplates to carry out a private placement of up to 49,850,000 new shares, representing up to approximately 10 percent of the Company's share capital (the “Private Placement”). The proceeds from the Private Placement will be used to strengthen the Company’s capital base. The contemplated Private Placement reflects the ambition of Norwegian Property to further increase its strategic, operational and financial flexibility, allowing it to take advantage of external and internal growth opportunities and to optimise its longer term financing.
Norwegian Property has retained ABG Sundal Collier Norge ASA and DNB Markets, a part of DNB Bank ASA, as Joint Managers and Joint Bookrunners for the Private Placement, which will be directed towards Norwegian and international institutional investors (in such jurisdictions as permitted or catered for by exemption rules under applicable securities laws) after close of trading on the Oslo Stock Exchange today. The Private Placement will be carried out through an undocumented accelerated book-building process. Advokatfirmaet Thommessen AS is the Company’s legal advisor in connection with the Private Placement.
The Private Placement is subject to the approval by the board of directors of Norwegian Property. Upon approval, the new shares will be issued pursuant to an authorization granted to the board of directors at the Company’s annual general meeting held on 12 April 2012.
The subscription price will be determined through the book-building process. The book-building period will commence today (5 November 2012) at 16:30 hours (CET) and close at 08:00 hours (CET) on 6 November 2012. The Company and the Joint Bookrunners may at their own discretion extend or shorten the book-building period at any time and for any reason.
The minimum order and allocation amount in the Private Placement has been set to the number of new shares that equals an aggregate subscription price of at least the NOK equivalent of EUR 100,000.
Subject to completion, payment and delivery of allocated new shares to the investors is expected to be on or about 9 November 2012. The new shares will be tradable on the Oslo Stock Exchange as soon as the share capital increase pertaining to the Private Placement has been registered with the Norwegian Register of Business Enterprises, which is expected to take place on or about 7 November 2012.
For further information, please contact:
Norwegian Property ASA
Olav Line, CEO
Tel: +47 48 25 41 49
Svein Hov Skjelle, CFO
Tel: +47 930 555 66
Elise Heidenreich-Andersen, SVP Investor Relations
Tel: +47 95 14 11 47
This press release is for information purposes only and shall not constitute or be construed as an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Copies of this announcement are not being made and may not be distributed or sent into the Australia, Canada, Hong Kong, Japan, the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The shares referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and will be sold within the United States only to qualified institutional buyers (“QIB”), as defined in Rule 144A under the U.S. Securities Act (“Rule 144A”), through affiliates of the managers, in reliance upon the exemption from the registration requirements provided by section 4(2) of the U.S. Securities Act Rule 144A, and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act. The shares to be offered will be subject to certain restrictions on transfer.
Certain statements contained herein that are not statements of historical fact, may constitute forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results or events concerning the Company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. None of the Company, the managers or any of their affiliates or advisors provide any assurance that the assumptions underlying such forward-looking statements are free from errors nor do any of them accept any responsibility for the future accuracy of the opinions expressed in this press release or the actual occurrence of the forecasted developments. Except as may be required by applicable law or stock exchange regulation, neither the Company nor the managers, or any of their affiliates or advisors, assume any obligation to update any forward-looking statements or to confirm these forward-looking statements to actual results.
This information is subject of the disclosure requirements set out in Section 5-12 of the Norwegian Securities Trading Act.