Major Shareholding Notification • Oct 31, 2023
Major Shareholding Notification
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Vår Energi ASA – Mandatory notification of trade. Substantial shareholding disclosure
Point Resources Holding AS (under liquidation) (“PRH”) is the investment holding company consolidating the interests of various funds and co-investment vehicles (the “Existing Funds”) managed or advised by HitecVision Advisory AS (“HitecVision”) in the publicly listed company Vår Energi ASA (OSE: VAR) (“Vår Energi” or the “Company”). PRH is currently the second largest shareholder in Vår Energi owning 359,459,678 shares (the “Relevant Shares”), representing approximately 14.4% of the outstanding shares and votes in the Company.
As announced on 16 October 2023, it has been decided to restructure the Funds’ respective interests in the Company. Pursuant to the restructuring, PRH will be finally liquidated and the Relevant Shares (except for a limited portion, as further described below) will be held by a new holding vehicle, SpringPoint Holding II AS (“SPH II”). SPH II is indirectly, through SpringPoint Holding Limited, wholly-owned and controlled by HitecVision SpringPoint, L.P. (“SpringPoint”), an investment vehicle managed by HitecVision. Immediately upon completion of the restructuring, the investors in the Existing Funds will continue their indirect investment in Vår Energi through SpringPoint in the same proportion as their respective current interests in the Company.
The final allocation of the Relevant Shares in the restructuring has now been determined. Upon completion of the restructuring, SPH II will hold 328,391,713 shares representing approximately 13.2% of the outstanding shares and votes in the Company. SPH II will not hold any other shares or rights to shares in Vår Energi. The remaining 31,067,965 Relevant Shares, representing approximately 1.2% of the outstanding shares and votes in the Company, will first be transferred to SPH II and immediately thereafter to certain investors (mainly former management and employees of companies now forming part of Vår Energi) who are currently indirect minority investors in PRH alongside the Existing Funds. The aforementioned transfers of Relevant Shares are expected to be completed on 31 October 2023 in the form of distribution of liquidation dividends to the eligible recipients, and accordingly there is no price paid or received for the Relevant Shares.
As previously announced, the lock-up arrangement over the Relevant Shares agreed in connection with PRH’s sale of shares in Vår Energi announced on 22 September 2023 will be continued as commitments of the new holders. Further, with respect to the Relevant Shares that will transfer to SPH II, the pledge over such shares disclosed on 14 October 2022 will be continued with SPH II as new pledgor.
PRH and SPH II are both close associates to Ove Gusevik, board member and primary insider in Vår Energi. A PDMR notice is attached.
SpringPoint will be managed by HitecVision and enable HitecVision to remain actively committed to Vår Energi. HitecVision will also continue to have representation on the Company’s board of directors following the restructuring.
This disclosure is made pursuant to section and the Market Abuse Regulations Article 19 and section 4-2 of the Norwegian Securities Trading Act.
31 October 2023
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