Share Issue/Capital Change • Sep 14, 2016
Share Issue/Capital Change
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Potential secondary placement of shares in Entra ASA
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES, CANADA OR JAPAN,
OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR
RELEASE WOULD BE UNLAWFUL
Potential secondary placement of shares in Entra ASA
The Norwegian State, represented by the Ministry of
Trade, Industry and Fisheries ("NMTIF") has retained
ABG Sundal Collier and DNB Markets to explore the
opportunity to sell up to 30 million shares in Entra
ASA (the "Company" or "Entra", OSE-ticker "ENTRA"),
representing 16.33% of share capital and voting rights
of Entra.
The final placement size and price per share will be
determined through an accelerated bookbuilding process
to Norwegian and international investors. The minimum
order and allocation has been set to the number of
shares that equals an aggregate purchase price of the
NOK equivalent of EUR 100,000. The NMTIF reserves the
right, at its own discretion, to increase or reduce
the number of offer shares or to sell no shares at
all, depending on the price and the demand for shares
in the bookbuilding. The bookbuilding period commences
today, 14 September 2016, at 16.30 CET and may close
at any time.
The Norwegian State, represented by the Ministry of
Trade, Industry and Fisheries currently holds
91,368,893 shares, corresponding to 49.73% of the
total number of shares and votes, in Entra.
Subject to completion of the placement and certain
customary exemptions, NMTIF will undertake not to
dispose of any additional shares in the Company within
90 days following the placement without the prior
written consent of the Joint Bookrunners. ABG Sundal
Collier and DNB Markets are acting as Joint
Bookrunners in connection with the placement.
IMPORTANT NOTICE
This document and the information contained herein is
not for release, publication or distribution in whole
or in part in or into the United States. These
materials do not contain or constitute an offer for
sale or the solicitation of an offer to purchase
securities in the United States. 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") and may not be offered
or sold in the United States absent registration under
the Securities Act or pursuant to an available
exemption from, or a transaction not subject to, the
registration requirements of the Securities Act.
This document is only addressed to and directed at
persons in member states of the European Economic Area
who are qualified investors within the meaning of
Article 2(1)(e) of the Prospectus Directive (Directive
2003/71/EC) ("Qualified Investors") or to and at other
persons to whom the offering can otherwise be made
pursuant to available exemptions under the Prospectus
Directive. In addition, in the United Kingdom, this
document is being distributed only to, and is directed
only at, Qualified Investors who are persons who have
professional experience in matters relating to
investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or who
are high net worth entities falling within Article 49
(2)(a) to (d) of the Order, and other persons to whom
it may otherwise lawfully be communicated (all such
persons together being referred to as "relevant
persons"). Any investment activity to which this
document relates is available only to relevant persons
in the United Kingdom, and will only be engaged with
such persons. In any member state of the European
Economic Area other than the United Kingdom, the
offering will be made pursuant to available exemptions
under the Prospectus Directive. The offering is
subject to a lower limit per order of EUR 100,000.
Each of the Joint Bookrunners is acting for the
Norwegian State, represented by the Ministry of Trade,
Industry and Fisheries (the "NMTIF") in connection
with the offering and no one else, and will not be
responsible to anyone other than the NMTIF for
providing the protections offered to clients of the
Joint Bookrunners nor for providing advice in relation
to the offering.
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