Selvaag Bolig ASA - Successful Initial Public Offering and allocation of Shares
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, 11 June 2012: Selvaag Bolig ASA ("Selvaag Bolig" or the "Company", ticker "SBO")
Reference is made to the stock exchange notice dated 22 May 2012 regarding the contemplated Initial Public Offering in Selvaag Bolig (the "Offering") and announcement of transaction details, as well as the stock exchange releases dated 8 June 2012 regarding extensions and offer price.
Selvaag Bolig announces that, pursuant to the Offering as described in the prospectus dated 22 May 2012 (the "Prospectus"), the Board of Directors of the Company (the "Board") has in a Board meeting held on 10 June 2012 resolved to allocate a total of 27,531,030 shares in the Offering (the "Shares"), consisting of 25,031,030 Shares to be issued by the Company in the Offering (the "Offer Shares") and 2,500,000 additional Shares (the "Additional Shares") pursuant to the over-allotment option described in the Prospectus (the "Over-Allotment Option"). The offer price has been set at NOK 20 per Share (the "Offer Price") in the institutional offering and the retail offering, and NOK 16 per Share (20% discount) in the employee offering. Subject to completion, the gross proceeds to the Company from the Offering (prior to any utilisation of the greenshoe option described in the Prospectus (the "Greenshoe Option") will be NOK 500 million, while the total gross proceeds from the Offering (i.e. including the over-allotted Additional Shares) will be NOK 550 million.
"Given the prevailing market conditions, we are very pleased that we have managed to establish Selvaag Bolig ASA as a listed company. This has strengthened Selvaag Bolig's capital structure and access to the capital market supporting our growth strategy. The listing at Oslo Børs further makes Selvaag Bolig a more attractive investment for existing and new shareholders", says Baard Schumann, CEO of Selvaag Bolig.
Approximately 94% of the Shares were allocated to institutional investors and approximately 6% of the Shares to retail and employee investors. Following the completion of the Offering, Selvaag Bolig will have reached the number of shareholders required to be listed on Oslo Børs.
Selvaag Gruppen AS, the main shareholder in Selvaag Bolig, has been allocated 8,750,000 Shares. Hence, Selvaag Gruppen AS will have an ownership in Selvaag Bolig of approximately 53.8% following completion of the Offering and prior to utilisation of the Greenshoe Option, and approximately 52.4% if the Greenshoe Option is exercised in full. Selvaag Gruppen AS has entered into a lock-up agreement with the Managers of the Offering, for a period of 12 months following the first day of trading of the Shares on Oslo Børs.
Notifications to the investors participating in the Offering of the number of Shares allocated to them, and the corresponding amounts to be paid, are expected to be distributed on 11 June 2012. Investors having access to investor services through their VPS account manager will be able to check the number of Shares allocated to them in the VPS from about 12.00 hours (CET) on 11 June 2012.
The payment date for the Shares allocated in the Offering is 13 June 2012, as further described in the Prospectus. Delivery of Shares is conditional upon full and correct payment, as specified in the Prospectus, and transfer of Shares to investors in the retail and employee offering is subject to registration of the share capital increase in the Norwegian Register of Business Enterprises. In order to facilitate prompt delivery of the Shares in the institutional offering, the Shares in this tranche will be delivered to the investors in the form of existing Shares borrowed by the Managers from Selvaag Gruppen AS, which will be equal in all respects to the new Shares issued in connection with the Offering.
In parallel with the Offering, the Company has carried out a private placement of 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 (now Selvaag Bolig Rogaland AS). Such part of the seller's credit is settled by issuance of new Shares to Svithun Finans AS at the Offer Price of NOK 20 per Share. Consequently, Svithun Finans AS has been allocated 2,000,000 of the 27,531,030 Shares in the Offering.
Of the 25,031,030 new Shares to be issued in the Offering, 23,031,030 new Shares were resolved issued by the Board pursuant to the Board authorisation granted by the general meeting on 19 April 2012. The 2,000,000 new Shares to be issued to Svithun Finans AS, were resolved issued by the Board pursuant to a Board authorisation granted by the general meeting on 21 November 2011.
The resolutions imply a total share capital increase of NOK 50,062,060 through the issue of 25,031,030 new Shares, each with a par value of NOK 2.00. The share capital increase will, subject to completion, result in a share capital in the Company of NOK 186,435,652, consisting of 93,217,826 shares each with a par value of NOK 2.00 and each representing one vote in the general meeting of Selvaag Bolig. The share capital increase is expected to be registered in the Norwegian Register of Business Enterprises on or about 13 June 2012.
In accordance with the Greenshoe Option granted by the Company in relation to the Over-Allotment Option, the Board has resolved a share capital increase, based on the Board authorisation granted by the general meeting on 19 April 2012, directed towards the stabilisation manager, ABG Sundal Collier Norge ASA, whereby the stabilisation manager may subscribe up to 2,500,000 new shares at a subscription price that equals the Offer Price of NOK 20 per Share, provided that the Greenshoe Option is exercised by the stabilisation manager. Use of the Greenshoe Option to the fullest extent will imply an additional share capital increase of up to NOK 5,000,000 through the issue of up to 2,500,000 new shares each having a par value of NOK 2.00, equivalent to up to 10% of the Offering. Any use of the Greenshoe Option will be promptly announced through the Oslo Børs' information system. A separate stock exchange notice will be issued by the stabilisation manager, ABG Sundal Collier Norge ASA, regarding the over-allotment and stabilisation activities before the first day of trading.
The Company has received applications for Shares that exceed the minimum requirement for listing and, following the completion of the Offering, the Company will have more than 500 shareholders. The conditions for listing on Oslo Børs will consequently be fulfilled. The first day of trading of Selvaag Bolig's shares on Oslo Børs is expected to be 14 June 2012.
For further information about the Offering, please refer to the Prospectus dated 22 May 2012.
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 have jointly recommended the allocation of Shares in the Offering.
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.