Entra

M&A Activity • Mar 18, 2022

Proposal to implement a demerger and merger

18.3.2022 18:05:19 CET | Entra ASA | Additional regulated information required to be disclosed under the laws of a member state

The board of directors of Entra ASA ("Entra" and the "Company") has today signed a demerger plan and a merger plan for the intra-group transfer of the Company's directly owned property, Lagårdsveien 6 in Stavanger (the "Property"), to a wholly owned subsidiary of Entra, Lagårdsveien 6 AS (the "Property Company"). The Property was acquired by Entra in January 2021.

The board of directors of Entra proposes that the transfer of the Property is carried out by way of a demerger whereby the Company will be demerged and the Property will be transferred to an intermediary company, and the intermediary company is immediately thereafter merged with the Property Company by way of a triangular merger.

The demerger will initially result in the share capital of Entra being reduced by NOK 1 673 793.58545 through a reduction of the nominal value of NOK 0.00919 per share, and thereafter subsequently increased by the same amount upon completion of the triangular merger. In order to avoid any disruptions in the trading of the Company's shares on Oslo Børs, the demerger and the subsequent triangular merger will be implemented outside the opening hours of Oslo Børs at a date to be determined.

At implementation of the demerger, the Property will be transferred from Entra to the intermediary company, and the share capital in Entra will be reduced by way of a reduction in the nominal value of the Company's shares. Shareholders in Entra at the implementation date will technically receive one share in the intermediary for each share they own in Entra as of close of trading on the implementation date. At implementation of the merger, the intermediary company will be merged into the Property Company, against a simultaneous increase in the nominal value of the shares in Entra. The deposit in the share capital increase in Entra will consist of a receivable issued by the Property Company in favour of Entra. Upon completion of the merger, the intermediary company will be deleted and the share capital in Entra will be increased by an increase in the nominal value of the shares in Entra. As the demerger and the triangular merger will be implemented between the close of the market on the implementation date and the opening of the market the next trading day, no physical shares in the intermediary company will be delivered to the shareholders in Entra.

The demerger plan and the merger plan will be submitted for registration with the Norwegian Register of Business Enterprises today and is expected to be submitted to Entra's annual general meeting for approval on 22 April 2022.

Further information will be provided in the notice of the general meeting which is expected to be distributed on or about 22 March 2022.

Disclosure regulation

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

Contacts

Anders Olstad, CFO, +47 900 22 559, ao@entra.no

About Entra ASA

Entra is a leading owner, manager and developer of office properties in Norway. Entra owns and manages 106 buildings totalling approximately 1.6 million square meters, located in Oslo and the surrounding region, Bergen, Stavanger and Trondheim. Entra has a solid customer portfolio with a high proportion of public tenants. The company's strategy is focused on delivering profitable growth, high customer satisfaction and environmental leadership.

Attachments

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