Self Storage Group ASA – Contemplated private placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES 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.

(Oslo, 24 August 2021) Self Storage Group ASA (“SSG” or the “Company”) has retained ABG Sundal Collier ASA and Arctic Securities AS as Joint Bookrunners (together the “Managers”) to advise on and effect a private placement of new ordinary shares (the “New Shares”) with gross proceeds of up to approximately NOK 300 million (the “Private Placement”).

The net proceeds from the Private Placement will be used to continue to grow the Company’s freehold self-storage footprint in its existing target markets.

The Company’s largest shareholder, Centerbridge Partners, currently owning 24.83% of the Company, is fully supportive of the Private Placement and has pre-subscribed for NOK 125 million. Furthermore, the Company has received indications of demand exceeding the size of the Private Placement from a wallcrossing exercise conducted today.

The Private Placement will be directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate amounts below EUR 100,000 to the extent exemptions from the prospectus requirements in accordance with applicable regulations, including the Norwegian Securities Trading Act and the prospectus regulation 2017/119 and ancillary regulations, are available.  

The offer price in the Private Placement will be determined by the board of directors of the Company (the "Board") following an accelerated bookbuilding process. The bookbuilding and application period for the Private Placement commences today, 24 August 2021 at 16:30 CEST, and is expected to close on 25 August 2021 at 08:00 CEST. The Company, after consultation with the Managers, reserves the right to at any time and in its sole discretion close or extend the application period. If the bookbuilding is shortened or extended, the other dates referred to herein may be changed correspondingly.

Allocation of the shares in the Private Placement will be determined after the expiry of the bookbuilding period, and the final allocation will be made by the Board at its sole discretion, following advice from the Managers. Delivery versus payment settlement of the New Shares will be facilitated by existing and unencumbered shares in the Company being borrowed by Arctic Securities AS (on behalf of the Managers) from certain existing shareholders pursuant to a share lending agreement between such parties and the Company. The shares will thus be tradable from allocation. The Managers will settle the share loan with new shares in the Company to be issued by a resolution of the Board pursuant to an authorisation granted by the annual general meeting held on 26 May 2021.

Completion of the Private Placement by delivery of New Shares to investors is subject to the corporate resolutions of the Company required to implement the Private Placement, including a resolution of the Board to proceed with the Private Placement following the expiry of the bookbuilding period and to increase the share capital of the Company by the issuance of the New Shares.

The Company 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 waiver of the preferential rights inherent in a private placement, taking into consideration the time, costs and risk of alternative methods of the securing the desired funding, as well as the limited dilution effects of the transaction, is in the common interest of the shareholders of the Company.

Advokatfirmaet Schjødt AS is acting as Norwegian legal counsel to the Company.

For more information, please contact:

Cecilie Hekneby, CFO & Investor Relations

Tel: + 47 992 93 826

E-mail: cehe@selfstoragegroup.no

About SSG

Self Storage Group ASA engages in the business of renting out self-storage units to both private individuals and businesses through the two concepts; OK Minilager and City Self-Storage. The company is one of the leading self-storage providers in Scandinavia with a particularly strong position in the Norwegian market. Self Storage Group operates 124 facilities across Scandinavia with a current lettable area of 163 300 square meters as of Q2 2021.

See www.selfstoragegroup.no for more information about the company.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.

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 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.

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 Managers 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 Managers are 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 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.