CORRECTION: Selvaag Bolig ASA - Initial Public Offering and announcement of transaction details

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This is a correction of the announcement from 17:46 22.05.2012 CEST. Reason for the correction: Updated paragraph in the Norwegian version of the release

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS STOCK EXCHANGE NOTICE.

Oslo, 22 May 2012: Selvaag Bolig ASA ("Selvaag Bolig" or the "Company", ticker "SBO")


Reference is made to the stock exchange announcements dated 24 April 2012 regarding Selvaag Bolig's application for listing of the Company's shares (the "Shares") on Oslo Børs (the "Listing") and the planned share capital increase in the form of an initial public offering of new Shares (the "Offer Shares") prior to the Listing (the "Offering").


The Company contemplates to raise NOK 500 million to NOK 800 million as part of the Offering, with an over-allotment option of an additional 10%, through the issuance of up to 34,093,398 Offer Shares (including any Shares issued pursuant to a greenshoe option). An indicative price range has been set from NOK 25 to NOK 32 per Offer Share. The final offer price per Offer Share (the "Offer Price") will be set by the board of directors of the Company in consultation with the managers following the expiry of the bookbuilding period/application period for the Offering.


The current number of Shares in Selvaag Bolig is 68,186,796. Based on the indicative price range, the indicative pre-money equity valuation of the Company is approximately NOK 1.7 billion to NOK 2.2 billion.


Selvaag Gruppen AS, the main shareholder in the Company, has pre-applied for Offer Shares for NOK 175 million. It is expected that Selvaag Gruppen AS will maintain an ownership in the region of 50% following the Offering and any exercise of the over-allotment option.


In parallel with, and as part of, the Offering, the Company will carry out a private placement of Offer Shares directed towards Svithun Finans AS in order to settle NOK 40 million of a NOK 50 million seller's credit provided by Svithun Finans AS in connection with the purchase of the remaining shares in Bo En AS. Such part of the seller's credit shall be settled by issuance of Offer Shares to Svithun Finans AS at the Offer Price for NOK 40 million. Svithun Finans AS has pre-applied for Offer Shares at the Offer Price, for a total amount of NOK 40 million.


The Offering will comprise


  • an institutional offering, in which Offer Shares are being offered (i) to investors in Norway, (ii) to investors outside Norway and the United States subject to applicable exemptions from local prospectus and other filing requirements, and (iii) in the United States, to "qualified institutional buyers" ("QIBs") as defined in, and in reliance on, Rule 144A under the United States Securities Act of 1933, as amended (the "US Securities Act"); subject to a minimum application amount of NOK 1,000,000 per applicant;

  • a retail offering, in which Offer Shares are being offered to the public in Norway, subject to a minimum application amount of NOK 10,500 and a maximum application amount of NOK 999,999 per applicant; and

  • an employee offering, in which Offer Shares are being offered to the Company's eligible employees, subject to a minimum application amount of NOK 10,500 and a maximum application amount of NOK 100,000 per applicant, and with a discount of 20% on the Offer Price for each eligible employee.

All offers and sales outside the United States will be made in reliance on Regulations S under the US Securities Act.


Completion of the Offering is conditional upon (i) the Company's board of directors approving the Offering, including resolving the Offer Price, the number of Offer Shares to be issued by the Company and the allocation of the Offer Shares, (ii) Oslo Børs having approved the Listing Application, and (iii) the Company, subject to completion of the Offering, satisfying the conditions for listing on Oslo Børs, as decided by Oslo Børs.


The book-building period for the institutional offering commences on 23 May 2012 at 09:00 hours (CET) and lasts until 17:30 hours (CET) on 7 June 2012, subject to shortening or extension. The application period for the retail offering and employee offering commences on 23 May 2012 at 09:00 hours (CET) and lasts until 12:00 hours (CET) on 7 June 2012, subject to shortening or extension. The first day of listing is expected to be on or about 14 June 2012.


The terms and conditions of the Offering will be presented in the prospectus prepared in connection with the Offering and the Listing of Selvaag Bolig (the "Prospectus"), which is expected to be published on or about 23 May 2012, subject to the approval by the Financial Supervisory Authority of Norway. The Prospectus will be available at www.selvaagbolig.no, www.abgsc.com, www.dnb.no/emisjoner and www.paretosec.no. Following the publication of the Prospectus, a printed copy of the Prospectus can be obtained free of charge at the offices of Selvaag Bolig at Lørenvangen 22, NO-0580 Oslo, Norway, or by contacting one of the managers.


Investing in the Company's Shares, including the Offer Shares, involves material risks. Risk factors will be further described in the Prospectus.


ABG Sundal Collier, DNB Markets and Pareto Securities are acting as Joint Lead Managers for the Offering. ABG Sundal Collier and DNB Markets are acting as Joint Bookrunners for the Offering. ABG Sundal Collier, DNB Markets and Pareto Securities will jointly recommend the allocation of Offer Shares in the Offering.


Further information about the listing and the forthcoming issue will be published continuously.


For further information, please contact:


Baard Schumann, CEO Selvaag Bolig

Phone: +47 940 80 000, e-mail: bas@selvaagbolig.no


or


Haavard Rønning, CFO Selvaag Bolig

Phone: +47 400 20 019, e-mail: hroe@selvaagbolig.no


***


About Selvaag Bolig:

Selvaag Bolig ASA is a residential developer that provides different housing concepts to suit aspirations of different households in and around main cities in Norway and over time in selected cities in Scandinavia. The Company's prime focus is the Greater Oslo area, Stavanger, Bergen and Stockholm; areas with large and growing populations. The Company acquires and develops new residential land plots, and controls the entire value chain from acquisition of the land plots to the sale and delivery of the residential units. The Company targets a delivery of 1,500 residential units per year, and has a land portfolio on which it can develop approximately 9,000 residential units. Selvaag Bolig targets broad customer groups through the residential living concepts Selvaag Start, Selvaag Hjem and Selvaag Pluss. The Company is headquartered at Løren in Oslo.


Important Notice
The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Company's financial advisors are acting exclusively for the Company and no one else, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contemplated Offering, the contents of this announcement or any of the matters referred to herein. The Offering and the distribution of this announcement and other information in connection with the Offering may be restricted by law in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about, and to observe, any such restrictions. This announcement may not be used for, or in connection with, and does not constitute, any offer of securities for sale in the United States or in any other jurisdiction.
The Offering will not be made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. This announcement is not for distribution, directly or indirectly in or into any jurisdiction in which it is unlawful to make any such offer or solicitation to such person or where prior registration or approval is required for that purpose. No steps have been taken or will be taken relating to the Offering in any jurisdiction outside of Norway
in which such steps would be required. Neither the publication and/or delivery of this announcement shall under any circumstances imply that there has been no change in the affairs of the Company or that the information contained herein is correct as of any date subsequent to the earlier of the date hereof and any earlier specified date with respect to such information.
This announcement is not for publication or distribution, directly or indirectly, in the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Offer Shares to be issued in the Offering have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account of, U.S. persons (as such term is defined in Regulation S under the US Securities Act), except pursuant to an effective registration statement under, or an exemption from the registration requirements of, the US Securities Act. All offers and sales outside the United States will be made in reliance on Regulation S under the US Securities Act. There will be no public offer of securities in the United States.
This announcement does not constitute an offering circular or prospectus in connection with an offering of securities of the Company. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in a prospectus to be distributed and made available by the Company only to qualified persons in certain jurisdictions where an offer may be made (if an offer is made). This announcement does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for, any securities and cannot be relied on for any investment contract or decision.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.