NPRO: Norwegian Property ASA – Key information relating to a potential subsequent offering
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), 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, Norway, 23 August 2020: Reference is made to the stock exchange release on 21 August 2020 where Norwegian Property ASA ("NPRO" or the "Company") announced a private placement with gross proceeds of approximately NOK 1,1 billion (the "Private Placement") and a potential subsequent offering (the "Subsequent Offering").
In accordance with the continuing obligations for companies listed on the Oslo Stock Exchange, the following key information is given with respect to the potential Subsequent Offering:
Date of announcement of the potential Subsequent Offering: 23 August 2020
Last day of trading including rights to receive subscription rights: 21 August 2020
First day of trading excluding rights to receive subscription rights: 24 August 2020
Record date: 25 August 2020
Maximum number of new shares: 2,492,143
Subscription price: NOK 11.30
Other information:
The Company contemplates, subject to the completion of 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, 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 Subsequent Offering is subject to the approval by the Board of Directors of the Company and the publication of a prospectus.
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.