NPRO: Norwegian Property ASA – Completes NOK 1.1 billion private placement to fund the acquisition of Veidekke Eiendom
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Oslo, Norway, 23 August 2020: Norwegian Property ASA ("NPRO" or the "Company") has today completed a private placement with gross proceeds of about NOK 1.1 billion (the "Private Placement") in connection with the acquisition of Veidekke Eiendom (the "Acquisition").
The Company is pleased to announce that it has allocated 97,477,857 shares raising gross proceeds of NOK 1,101,499,784.10. The subscription price per offer share (the “Offer Price”) was set at NOK 11.30, which was NOK 0.10 above the closing price on 21 August 2020.
The Private Placement was underwritten by Geveran Trading Co. Ltd (“Geveran”), and was directed at Geveran and other existing shareholders in the Company.
The share capital increase pertaining to the Private Placement was resolved by the Board of Directors of the Company (the "Board") on 23 August 2020 pursuant to an authorization granted by the Company's extraordinary general meeting held 10 August 2020. Notification of allotment of the new shares in the Private Placement and payment instructions will be sent to the applicants through a notification from the Manager on 24 August 2020.
Payment from the subscribers are due on the 26 August 2020 and delivery of the offer shares is expected on or about 28 August 2020. The first day of trading is expected to be on or about 28 August 2020, but not prior to the share capital being registered in the Norwegian Register of Business Enterprises, or prior to announcement by the Company. Following registration of the new share capital pertaining to the Private Placement, the Company will have a share capital of NOK 298,676,726.50 divided into 597,353,453 shares, each with a par value of NOK 0.5.
Completion of the Private Placement implies a deviation from the existing shareholders' pre-emptive rights to subscribe for and be allocated new shares. The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014, and is of the opinion that the proposed Private Placement is in compliance with these requirements. Following careful considerations, the Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement setting aside the pre-emptive rights of the existing shareholders to subscribe for shares. By structuring the transaction as a private placement, the Company will be in a position to raise capital in a timely manner to finance the Acquisition. The Board also notes that shareholders representing directly or indirectly about 96% of the share capital have been offered to participate in the Private Placement, and the equity is raised at a price above last trading price and with significantly lower completion risks compared to a rights issue. Finally, the Board contemplates the Subsequent Offering as further described below, allowing the shareholders who did not participate in the Private Placement to maintain their pro rata shareholding in the company. Due to the size of the contemplated Subsequent Offering, the dilutive effect of the Private Placement will be insignificant.
The Company contemplates, subject to issue of the shares in the Private Placement, to carry out a subsequent offering of up to 2,492,143 new shares at the same subscription price as in the Private Placement (the "Subsequent Offering"), which, subject to applicable securities laws, will be directed towards shareholders of the Company as 21 August 2020 (as registered in the Norwegian Central Securities Depository (VPS) on two days thereafter; the “Record Date”), (i) who were not allocated shares in the Private Placement, and (ii) who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action (the “Eligible Shareholders”). The Eligible Shareholders will be granted non-transferable subscription rights (the "Subscription Rights") that, subject to applicable law, provide preferential rights to subscribe for, and be allocated, shares in the Subsequent Offering. The subscription price in the potential Subsequent Offering will be NOK 11.30, equal to the subscription price in the Private Placement. Over-subscription is permitted, however, subscription without Subscription Rights is not permitted. If the Board resolves to proceed with the Subsequent Offering, such offering will be conditional on the completion of the Private Placement and approval and publication of a prospectus prepared by the Company in relation to the Subsequent Offering. The Company will issue a separate stock exchange notice with further details on the Subsequent Offering if and when finally resolved.
The following allocations have been given to primary insiders in the Company at the same terms as other investors in the Private Placement. The below calculations of ownership are based on the number of outstanding shares in the Company following the completion of the Private Placement, but will be subject to potential further change following the completion of the contemplated Subsequent Offering (as defined below):
* Geveran, represented on the Board by Cecilie Astrup Fredriksen, Kathrine Astrup Fredriksen and Lars Erich Nilsen, was allocated 81,820,787 shares in the private Placement. Following the completion of the Private Placement, Geveran will own 480,976,626 shares in the Company, equal to 80.52% of the share capital.
* Bjørn Henningsen, deputy chair of the Board, was allocated 63,097 shares in the Private Placement through one or more controlled entities. Following completion of the Private Placement, Bjørn Henningsen and related parties will own 374,653 shares in the Company, equal to 0.06% of the share capital;
* Carl Erik Krefting, Board member, was allocated 717,917 shares in the Private Placement through one or more controlled entities. Following completion of the Private Placement, Carl Erik Krefting and related parties will own 762,801 shares in the Company, and 3,500,000 shares through financial instruments, in aggregate equal to 0.71 % of the share capital. In addition Krefting has options which need to be exercised within 19 October 2021 for subscription of 500,000 shares in the Company as follows: 333,333 of the options are exercisable, while the remaining 166,667 options will be exercisable from 1 January 2021;
* Anders Buchardt, Board member, was allocated 1,556 shares in the Private Placement through one or more controlled entities. Following completion of the Private Placement, Anders Buchardt and related parties will own 9,239 shares in the Company, equal to 0.002 % of the share capital; and
* Bent Oustad, CEO, was allocated 11,139 shares in the Private Placement through one or more controlled entities. Following completion of the Private Placement, Bent Oustad and related parties will own 66,139 shares in the Company, equal to 0.01 % of the share capital. In addition Oustad has options which need to be exercised within 1 July 2022 for subscription of 5,750,000 shares in the Company as follows: 2,250,000 of the options are exercisable, 1,500,000 options will be exercisable from 1 January 2021 and the remaining 2,000,000 options will be exercisable from 1 January 2022.
DNB Markets, a part of DNB Bank ASA acted as Sole Bookrunner (the "Manager") in the Private Placement.
Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in connection with the Private Placement.
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
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
Important information
The 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 to 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.
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 Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement 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.