NPRO: Commencement of subscription period for the subsequent offering
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.Oslo, 30 November 2020: Reference is made to the stock exchange announcement by Norwegian Property ASA (the "Company") on 27 November 2020 regarding the approval by the Financial Supervisory Authority of Norway (Nw. Finanstilsynet) of the Company's prospectus (the "Prospectus") prepared in connection with (i) the subsequent offering, and (ii) the listing of 28,080,000 Shares issued by the Company in tranche 2 of the Private Placement that was completed on 9 November 2020.
The subsequent offering consists of an offer by the Company to issue up to 2,492,143 new shares, each with a par value of NOK 0.5, at a subscription price of NOK 11.30 per share (the "Subsequent Offering").
The Subsequent Offering is carried out following the private placement that was carried out by the Company in August 2020 in connection with the acquisition of Veidekke Eiendom (the "August Private Placement"). Eligible shareholders, being shareholders of the Company as of 21 August 2020 (and being registered as such in the VPS at the expiry of 25 August 2020 pursuant to the two days' settlement procedure (the "Record Date")), and who (i) were not allocated shares in the August Private Placement and (ii) are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filling, registration or similar action (the "Eligible Shareholders") will be granted non-transferable subscription rights (the "Subscription Rights") that, subject to applicable law, provide rights to subscribe for and be allocated Offer Shares at the Subscription Price (as defined below).
The Eligible Shareholders will be granted 0.15877 Subscription Rights for each existing share registered as held by such Eligible Shareholders as of the Record Date, rounded down to the nearest whole Subscription Right. Each whole Subscription Right will, subject to certain limitations based on applicable laws and regulations, give the right to subscribe for, and be allocated, one (1) Offer Share in the Subsequent Offering. Over-subscription and subscription without Subscription Rights is permitted.
The subscription period will commence today, on 30 November 2020, at 09:00 hours (CET) and expire at 16:30 hours (CET) on 8 December 2020 (the "Subscription Period").
The subscription price in the Subsequent Offering is NOK 11.30 per Offer Share (the "Subscription Price"), being the same as the subscription price in the August Private Placement.
The Subscription Rights are expected to have an economic value if the Company's shares trade above the Subscription Price during the Subscription Period. Eligible Shareholders who do not use their Subscription Rights will experience a dilution of their shareholding in the Company.
The Subscription Rights must be used to subscribe for Offer Shares before the expiry of the Subscription Period. Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder.
The payment for the Offer Shares allocated to a subscriber falls due on 11 December 2020.
Subject to timely payment of the Offer Shares, the share capital increase pertaining to the Subsequent Offering is expected to be registered with the Norwegian Register of Business Enterprises on or about 16 December 2020. The Offer Shares are expected to be delivered to the subscribers and commence trading on the Oslo Stock Exchange on or about 17 December 2020.
Further information about the Subsequent Offering and the subscription procedures is included in the Prospectus. The Prospectus, including the subscription form, is available at www.dnb.no/emisjoner.
For further information, please contact:
Bent Oustad, CEO, mob: +47 4801 6082, e-mail: bo@npro.no
Haavard Rønning, CFO, mob. +47 400 200 19, e-mail: hr@npro.no
IMPORTANT INFORMATION
This release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act.
The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.
Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus, if a prospectus is published. Copies of any such prospectus will, following publication, be available on the website of DNB Markets, a part of DNB Bank ASA (www.dnb.no/emisjoner) (the "Manager").
The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Manager assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Manager is acting for the Company and no one else in connection with the offering and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the offering and/or any other matter referred to in this release.
Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.
Norwegian Property is a focused and fully integrated office property company with properties located mainly in the Oslo area in Norway. The portfolio is characterized by central location and attractive premises high quality tenants. The group’s properties consist largely of office premises, associated warehousing and car parking, as well as retail and catering space. The company has identified four value drivers for long-term value creation; Marketing & letting, Property management, Property development and Transactions & finance.
Norwegian Property is listed on Oslo Stock Exchange with the ticker NPRO.
www.npro.no