Elopak ASA

Regulatory Filings • Jun 17, 2021

Elopak ASA – Conditional trading in the shares of Elopak ASA from 17 June 2021

Elopak ASA – Conditional trading in the shares of Elopak ASA from 17 June 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES.

Elopak ASA – Conditional trading in the shares of Elopak ASA from 17 June 2021

Oslo, 17 June 2021: Reference is made to the stock exchange announcement published by Elopak ASA ("Elopak" or the "Company", OSE ticker "ELO") on 16 June 2021, where Elopak announced the successful completion of the bookbuilding for its initial public offering (the "Offering").

The shares in the Offering were priced at NOK 28 per share. In the Offering, Elopak will issue 18,135,174 new shares (the "New Shares") and Ferd AS will sell 91,000,000 existing shares (the "Sale Shares") (which includes 15 million additional shares pursuant to the upsize option). The Managers (as defined below) have over-allotted 14,120,357 shares in the Offering, equal to approximately 15% of New Shares and Sale Shares (but not including additional shares sold pursuant to the upsize option).

Trading in the shares of Elopak on the Oslo Stock Exchange will commence on a conditional basis today, on 17 June 2021, while unconditional trading in the shares is expected to commence on 21 June 2021. In the period from and including 17 June 2021 to and including 18 June 2021 at 17:00 hours (CEST), all trading in the shares of Elopak will be conditional upon (i) the force majeure events listed below not occurring and (ii) no termination of the underwriting agreement upon a default by a Manager or several Managers as described below.

The Joint Global Coordinators, on behalf of the Managers, have the right to terminate the underwriting agreement on the basis of force majeure if any of the following events occur prior to 17:00 hours (CEST) on 18 June 2021:

(i) a suspension or material limitation in trading in securities generally on the Oslo Stock Exchange, the New York Stock Exchange, the NASDAQ Global Market or the London Stock Exchange;

(ii) a general moratorium on commercial banking activities declared by the federal, state or local regulatory authorities of Norway, the United Kingdom, France, Germany or the United States, or a material disruption in commercial banking or securities settlement or clearance services in Norway, the United Kingdom, France, Germany or the United States;

(iii) an outbreak or escalation of hostilities or acts of terrorism involving Norway, the United Kingdom, France, Germany or the United States or a declaration by Norway, the United Kingdom, France, Germany or the United States of a national emergency or war; or

(iv) any other calamity or crisis or any material adverse change in financial, political or economic conditions in Norway, the United Kingdom, France, Germany or the United States,

if the effect of any such event specified in clauses (i) through (iv) above makes it impossible, in the judgment of the Joint Global Coordinators acting jointly in good faith after consultation with the Company and Ferd, taking into account general market conditions as a result of such events and the interest of investors in the offer shares, to proceed with the marketing, sale or delivery of the offer shares on the terms and in the manner contemplated in the prospectus.

Further, the Underwriting Agreement may terminate if, prior to 17:00 hours (CEST) on 18 June 2021, upon a default by a Manager or several Managers to purchase the number of Offer Shares it agreed to purchase under the underwriting agreement and the number of such shares exceeds 10% of the total number of Offer Shares the Managers are obligated to purchase under the Underwriting Agreement.

The Managers may not invoke the termination provisions after 17:00 hours (CEST) on 18 June 2021.

Should the underwriting agreement be terminated, any trades in the shares of the Company carried out in the conditional period, and, as the case may be, any settlement and settlement transactions made for trading in the shares, will be cancelled. In such case, any payments for the shares will be returned.

Investors wanting to trade in their allocated shares through an internet account prior to commencement of the unconditional trading may be prevented from such trading until the shares have been registered on the investors' VPS account following settlement of the Offering. Investors wanting to trade in their allocated shares through an internet account prior to commencement of unconditional trading are therefore urged to confirm the possibility of this with their own account operator.

Anyone who trades in the shares of the Company during the period of conditional trading (i.e. from and including 17 June 2021 to, and including, 18 June 2021) must be informed that the trade is subject to the underwriting agreement not being terminated by the Managers for the reasons described above, and that any trades in such shares carried out in this period may be cancelled. In such case, any payments for the shares will be returned without interest or other compensation. This regards any trade in shares of the Company, regardless of whether it is existing shares or new shares, and regardless of whether the trades are done over the stock exchange. All dealings in the shares prior to settlement and delivery are at the sole risk of the parties concerned.

Goldman Sachs International and Skandinaviska Enskilda Banken AB (publ.), Oslo branch are acting as Joint Global Coordinators and Joint Bookrunners in the Offering, while ABG Sundal Collier ASA, Carnegie AS and DNB Markets, a part of DNB Bank ASA are acting as Joint Bookrunners (together with the Joint Global Coordinators, the "Managers"). Advokatfirmaet Wiersholm AS is acting as Norwegian legal counsel to the Company and Freshfields Bruckhaus Deringer is acting as international legal counsel to the Company. Advokatfirmaet Schjødt AS is acting as Norwegian legal counsel to the Joint Global Coordinators, and Linklaters LLP is acting as international legal counsel to the Joint Global Coordinators.

For further information, please contact:

Thomas Körmendi, CEO

+47 94 82 95 88

Bent Kilsund Axelsen, CFO

+47 97 75 65 78

Thomas Haave Askeland, Head of IR

+47 99 23 45 57

About Elopak ASA

Elopak is a leading global supplier of carton packaging and filling equipment for liquid food, catering to both the fresh and aseptic segments. Elopak is a leading player in fresh in Europe and the Americas, and has a strong and growing presence in aseptic liquid carton packaging. Elopak is at the forefront of sustainable packaging. Elopak uses renewable, recyclable and sustainably sourced materials to provide innovative packaging solutions.

Important information

This document is not for publication or distribution in the United States of America (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Japan or Australia or any other jurisdiction into which the same would be unlawful. This document does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction into which the same would be unlawful. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to publications with a general circulation in the United States of America. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States of America.

None of the Managers or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents, alliance partners or any other entity or person accepts any responsibility or liability whatsoever for, or makes any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Ferd, the Company, their subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Accordingly, each of the Managers and the other foregoing persons disclaim, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort or contract or that they might otherwise be found to have in respect of this announcement and/or any such statement.

Each of the Managers is acting exclusively for the Company and no one else in connection with any transaction referred to in this document. Each of the Managers will not regard any other person as a client and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for the giving of advice in relation to any transaction, matter or arrangement referred to herein.