Mintra Holding

M&A Activity • Nov 23, 2023

AGREEMENT FOR LAUNCH OF A TENDER CASH OFFER OF NOK 3.50 PER SHARE TO THE SHAREHOLDERS OF MINTRA HOLDING AS

AGREEMENT FOR LAUNCH OF A TENDER CASH OFFER OF NOK 3.50 PER SHARE TO THE SHAREHOLDERS OF MINTRA HOLDING AS

AGREEMENT FOR LAUNCH OF A TENDER CASH OFFER OF NOK 3.50 PER SHARE TO THE SHAREHOLDERS OF MINTRA HOLDING AS

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

OFFER SUMMARY

• Ferd AS and Tjaldur Holdco II AS (together the "Investors"), owning a total of ~71.5% of the shares in Mintra Holding AS (the "Company" or "Mintra") have entered into an agreement for a tender cash offer to acquire all remaining issued and outstanding shares in the Company (the "Offer")

• The Offer is being made by the Investors through Minerva Topco AS, a single purpose vehicle established for the purpose of the Offer (the "Offeror"). The Investors will, subject to and upon completion of the Offer, contribute their shares in Mintra in exchange for shares in the Offeror

• The shareholders of Mintra will receive a cash offer of NOK 3.50 per Share (the "Offer Price")

• Certain members of the Company's management have indicated an interest to contribute their shares in Mintra in exchange for shares in the Offeror upon completion of the Offer

• An offer document setting out the terms for the Offer will be made available to shareholders by the Offeror prior to start of the offer period

• The Offer is subject to customary conditions from the Offeror, including a minimum acceptance level of 90% and regulatory approvals

• The Offeror aims to delist Mintra from Euronext Growth upon completion of the Offer

• The Board of Directors in Mintra is not in a position to provide a statement to the Offer since the majority of the Board is related to the Investors

Oslo, 23 November 2023: The Investors today announce an agreement to launch the Offer for all the issued and outstanding shares of the Company (the "Shares"), not already owned by the Investors. The Offer Price implies a market capitalisation of the Company of NOK ~783.5 million, based on the 223,870,222 Shares outstanding as per 23 November 2023. The Offer Price equals the share price paid for the 7,605,608 shares acquired on 23 November 2023; ~8% above the three-months volume weighted average price (VWAP) of NOK 3.25 ending 22 November 2023 and is in line with current trading.

BACKGROUND AND STRATEGIC RATIONALE

Ferd AS ("Ferd") and Tjaldur Holdco II AS ("Tjaldur") have since their initial investments in Mintra in March 2022 increased the focus on growth in the maritime sector and recently supported the Company in the acquisition of Seably AB. As part of the transaction Mintra issued NOK 110 million in new equity, where Ferd and Tjaldur contributed NOK 102 million. Ferd and Tjaldur also agreed to acquire the third largest shareholding in September 2023. Given the limited support from external investors in recent corporate actions, limited liquidity in the Share, and the direct and indirect cost of the listing on Euronext Growth, Ferd and Tjaldur believe the Company will be better positioned to continue the growth journey as a private company. The Offer will provide an opportunity for all investors to sell their shares, providing liquidity that has been limited during Mintra’s history as a listed company.

KEY TERMS OF THE OFFER

Pursuant to the Offer, the shareholders of the Company will be offered NOK 3.50 per Share, to be settled in cash following completion of the Offer. Completion of the Offer will be subject to fulfilment or waiver by the Offeror of completion conditions, including but not limited to (i) shareholders representing more than 90% of the Shares having accepted the Offer (together with any Shares acquired or agreed to be acquired by the Offeror other than through the Offer, or which the Offeror is otherwise entitled), (ii) any relevant regulatory approvals being obtained, (iii) Mintra having obtained consents required from creditors under its bank financing agreements for the purposes of waiving any right of prepayment or termination that would otherwise arise as a result of the Offeror acquiring Shares or the delisting of the Company, and (iv) no material adverse change having occurred. The Offer will not be conditional on financing or further due diligence.

The complete terms and conditions of the Offer will be set out in an offer document (the "Offer Document"), expected to be published and sent to the Company's shareholders in due course, with the acceptance period for the Offer expected to commence on the same date (the "Offer Period"). The Offer Period is expected to last for two weeks, subject to any extensions. The Offer is expected to be completed during Q1 2024.

The Offer may only be accepted on the basis of the Offer Document. Furthermore, the Offer will not be made in any jurisdiction in which the making of the Offer would violate applicable laws or regulations or would require actions which the Offeror in its reasonable opinion, after having consulted with the Company, deems unduly burdensome.

CONTRIBUTION OF SHARES TO THE OFFEROR

Ferd and Tjaldur have entered into an investment agreement in which they, on certain terms and conditions, agree to contribute, upon completion of the Offer, their shares in Mintra to the Offeror, against newly issued shares in the Offeror at the Offer Price. Certain members of the Company's management have also indicated an interest to contribute their shares in Mintra in exchange for shares in the Offeror at the Offer Price upon completion of the Offer.

COMPULSORY ACQUISITION AND DE-LISTING FROM EURONEXT GROWTH

The Offeror intends to make a compulsory acquisition of the remaining Shares in Mintra following settlement of the Offer. Furthermore, following settlement the Offer, the Offeror intends to propose to the general meeting of the Company that an application for delisting of the Shares from Euronext Growth is filed with the Oslo Stock Exchange.

ADVISERS

Nordea Bank Abp, filial i Norge is acting as financial advisor to Ferd and Tjaldur in connection with the Offer. Wikborg Rein Advokatfirma AS is acting as legal advisor to Ferd and Advokatfirmaet CLP DA is acting as legal advisor to Tjaldur.

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For further queries, please contact:

Gustav Martinsen, Chairman, Minerva Topco AS, +47 957 39 240   

Nils Jegstad, Board member, Minerva Topco AS, +47 971 34 058

ABOUT MINTRA

Mintra is the provider of global solutions for digital learning, competence and workforce management, primarily for energy, maritime and safety-critical industries. Mintra’s portfolio of digital products includes workforce planning, training and skills management. More than 4,100 enterprises trust the company to improve security, increase efficiency and reduce costs. Mintra is an employer of choice and its global team prides itself on the culture of collaboration and exploration to enable the delivery of innovation to its customers. Mintra is headquartered in Bergen, Norway, with offices and operations to support the delivery of on- and offline services to its global customers 24/7.

ABOUT FERD

Ferd is a Norwegian family-owned investment company owned by the fifth and sixth generations of the Andresen family. Ferd is committed to creating enduring value and leave clear footprint through ownership of businesses and investments in financial assets. For Ferd, value creation is about generating more than just a financial return. It is also about making a positive contribution to the growth and development of society and our environment, in a way that supports the sustainability goals. Ferd's wide-ranging activities encompass active ownership and corporate development at private and listed companies, investment in financial assets, real estate development, investment via external managers, impact investing and social entrepreneurship.

ABOUT TJALDUR

Tjaldur is an industrial holding company registered in the Faroe Islands and focuses its investments in companies in the North Atlantic. Tjaldur has comprehensive operating experience and industrial insight doing business in the Energy and Marine industry and invests in companies with improvement potential and the possibility for international growth. Tjaldur is an active owner and focuses on long term sustainable growth.

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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 and section 4.3.1 of the Euronext Growth Markets Rule Book Part I.

This stock exchange announcement was published by Jostein Hufthammer, CFO of Mintra, on 23 November 2023 at 15:15 CET.

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IMPORTANT NOTICE

The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. When published, the Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Australia, New Zealand, South Africa, Hong Kong and Japan. The Offeror does not assume any 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 is not a tender offer document and, as such, does not constitute an offer or the solicitation of an offer to acquire the Shares. Investors may accept the Offer only on the basis of the information provided in the Offer Document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway.

Nordea Bank Abp, filial i Norge is acting as financial adviser to Ferd and Tjaldur and no one else in connection with the Offer and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than the Ferd and Tjaldur for providing the protection afforded to clients of Nordea, nor for providing advice in relation to the Offer.

Notice to U.S. Holders

U.S. Holders (as defined below) are advised that the Shares are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder. The Offer will be made to holders of Shares resident in the United States ("U.S. Holders") on the same terms and conditions as those made to all other holders of Shares in the Company to whom an offer is made. Any information documents, including the Offer Document, will be disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to the Company's other shareholders to whom an offer is made. The Offer will be made by the Offeror and no one else.

The Offer is made to U.S. Holders pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act as a "Tier I" tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer is subject to disclosure and other procedural requirements timetable, settlement procedures and timing of payments, that are different from those that would be applicable under U.S. domestic tender offer procedures and law.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the United States or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial adviser to Ferd and Tjaldur or its respective affiliates may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.

Neither the SEC nor any securities supervisory authority of any state or other jurisdiction in the United States has approved or disapproved the Offer or reviewed it for its fairness, nor have the contents of the Offer Document or any other documentation relating to the Offer been reviewed for accuracy, completeness or fairness by the SEC or any securities supervisory authority in the United States. Any representation to the contrary is a criminal offence in the United States.