Entra

Share Issue/Capital Change • Jun 5, 2019

Completion of secondary placement and flagging - Entra ASA

Completion of secondary placement and flagging - Entra ASA

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION INTO WHICH PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW

Entra - The Norwegian State, represented by the Ministry of Trade, Industry and Fisheries (the "NMTIF") completes the secondary placement of 20,278,113 shares in Entra ASA.

Reference is made to the announcement on 4 June 2019, where the NMTIF announced a potential sale of shares in Entra ASA (the "Company" or "Entra", OSE-ticker "ENTRA"), representing approximately 11% of the share capital and voting rights in the Company.

The NMTIF has today agreed to sell 20,278,113 shares in the company at a price of NOK 123.5 per share (the "Placement").

The trade date for the Placement is 5 June 2019, with settlement expected to occur on 7 June 2019.

Following completion of the Placement, NMTIF will own 41,090,780 shares in Entra, representing 22.4% of the outstanding share capital and voting rights in the Company. NMTIF holds no additional rights to shares or votes of Entra.

Subject to certain customary exemptions, NMTIF has undertaken not to dispose of any additional shares in the Company within 90 days following completion of the Placement without the prior written consent of the joint bookrunners.

ABG Sundal Collier ASA, Carnegie AS and UBS Europe SE acted as joint bookrunners in connection with the Placement. Wikborg Rein has acted as legal counsel to the Norwegian state.

IMPORTANT INFORMATION

The release, publication or distribution of this press release in certain jurisdictions may be restricted. This press release is for information purposes only and does not constitute an offer of, or an invitation to purchase or subscribe for, any securities of Entra or any other securities owned by the Norwegian State in any jurisdiction.

This press release is not for publication, distribution or release, directly or indirectly, in or into the United States, Canada, Japan or Australia or any other jurisdiction into which publication or distribution would be prohibited by applicable law. This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States, Canada, Japan or Australia or any other jurisdiction where such an offer or solicitation would be unlawful. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the securities laws of any state or other jurisdiction of the United States or under the applicable securities laws of Canada, Japan or Australia and may not be offered or sold in the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the US Securities Act and in compliance with any applicable laws of any state or other jurisdiction of the United States. There will be no public offering of the securities in the United States, Canada, Japan or Australia. Copies of this announcement should not be made in and may not be distributed or sent into the United States, Canada, Japan or Australia.

This press release is not a prospectus for the purposes of Directive 2003/71/EC (such Directive, together with any applicable implementing measures under such Directive in the relevant home Member State, the "Prospectus Directive"). The Norwegian state has not authorized any offer to the public of shares or rights in any Member State of the European Economic Area and no prospectus or other offering document has been or will be prepared in connection with the Norwegian state's possible sale of shares in Entra. With respect to each Member State of the European Economic Area and which has implemented the Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken to date to make an offer to the public of shares or rights requiring a publication of a prospectus in any Relevant Member State. In any Relevant Member State this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

For the purposes of the product governance requirements of Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”) and local implementing measures, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the securities have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the securities may decline and investors could lose all or part of their investment; the securities offer no guaranteed income and no capital protection; and an investment in the securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Bookrunner will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the securities. Each Distributor is responsible for undertaking its own target market assessment in respect of the securities and determining appropriate distribution.

No actions have been taken by the Norwegian state, ABG Sundal Collier ASA, Carnegie AS or UBS Europe SE or their affiliates that would, or is intended to permit a public offering of the shares in any jurisdiction, or possession or distribution of this press release, or any other offering material or information material relating to the shares in any jurisdiction where such actions are unlawful. Persons into whose possession this press release comes are required by the Norwegian state, ABG Sundal Collier ASA, Carnegie AS or UBS Europe SE to inform themselves about and observe any such restrictions.

ABG Sundal Collier ASA, Carnegie AS or UBS Europe SE are acting exclusively for the Norwegian state and no one else in connection with the Transaction. ABG Sundal Collier ASA, Carnegie AS or UBS Europe SE will not regard any other person (whether or not a recipient of this press release) as its client and will not be responsible to anyone other than the Norwegian state for providing the protections afforded to their clients nor for giving advice in relation to the Transaction.