Share Issue/Capital Change • Oct 17, 2014
Share Issue/Capital Change
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ENTRA - CONDITIONAL TRADING IN THE SHARES OF ENTRA FROM 17 OCTOBER 2014
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE
PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE
APPLICABLE. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THE ANNOUNCEMENT.
Oslo, 17 October 2014. Trading in the shares of Entra ASA ("Entra", the
"Company", OSE ticker code: "ENTRA") on Oslo Børs will commence on an "if
sold/if issued" basis today, 17 October 2014, and unconditional trading in the
shares is expected to commence on 21 October 2014. In the period from and
including 17 October 2014 to and including 20 October 2014 at 17:00 hours (CET),
all trading in the shares of Entra will be conditional upon (i) the force
majeure events listed below not occurring and (ii) no termination of the
Purchase Agreement upon a default by a Manager or Managers as described below.
The Managers have the right to terminate the Purchase Agreement prior to 17:00
hours (CET) on 20 October 2014, on basis of force majeure if any of the
following events occurs (terms not defined herein shall have the meaning set
forth in the prospectus of 3 October 2014):
(i) a suspension or material limitation in trading in securities
generally on Oslo Børs, the New York Stock Exchange or the London Stock
Exchange;
(ii) a general moratorium on commercial banking activities declared by
the federal, national, state or local regulatory authorities of Norway, the
United States or the United Kingdom or a material disruption in commercial
banking or securities settlement or clearance services in Norway, the United
States or the United Kingdom;
(iii) an outbreak or escalation of hostilities or acts of terrorism
involving Norway, the United States or the United Kingdom or a declaration by
Norway, the United States or the United Kingdom of a national emergency or war;
or
(iv) any other calamity or crisis the effect of which on the financial
markets of the Norway, the United States or the United Kingdom is, in the
reasonable judgment of the Joint Bookrunners, material and adverse and, in the
case of any of the events specified in clauses (i) through (iv) above makes it,
in the reasonable judgment of the Joint Bookrunners, acting in good faith after
consultation with the Company and the Selling Shareholder to the extent
reasonably practicable, taking into account general market conditions as a
result of such events and the interests of investors in the Shares, impossible
to proceed with the delivery of the Offer Shares on the terms and in the manner
contemplated in the Prospectus.
Further, the Purchase Agreement may be terminated prior to 17:00 hours (CET) on
20 October 2014, upon a default by a Manager or Managers to purchase the number
of Offer Shares it agreed to purchase under the Purchase Agreement provided that
the number of such shares exceeds 10% of the total number of Offer Shares the
Managers are obligated to purchase under the Purchase Agreement and arrangements
satisfactory to the Joint Global Coordinators and Joint Bookrunners, the Company
and the Selling Shareholder for the purchase of such Offer Shares are not made
prior to such time.
Should the Managers invoke the termination provisions at or prior to
commencement of unconditional trading (expected to take place on 21 October
2014), any trades in the Shares carried out in the period will be cancelled and
such trades will accordingly not be settled.
The Managers may not invoke the termination provisions after 17:00 hours (CET)
on 20 October 2014.
Should the Purchase Agreement be terminated, any trades in the shares carried
out in the period including clearing transactions 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 without
interest or other compensation.
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 are 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.
ABG Sundal Collier Norge ASA, Goldman Sachs International and Swedbank are
acting as Joint Global Coordinators and Joint Bookrunners for the Offering.
Danske Bank, Handelsbanken Capital Markets and Kempen & Co are acting as Co-Lead
Managers for the Offering. The Joint Global Coordinators and Joint Bookrunners
and the Co-Lead Managers are herein referred to as the "Managers". DNB Markets
is acting as financial advisor to the Selling Shareholder.
For further queries, please contact:
Arve Regland, CFO
Entra ASA
Tel: +47 479 07 700
Email: [email protected]
About Entra
Entra is a leading owner, manager and developer of office properties in Norway.
Entra owns and manages approximately 1.3 million square meters, divided among
107 buildings, primarily located in Oslo and the surrounding region, Bergen,
Stavanger and Trondheim. As of 30 June 2014, the market value of the property
portfolio was approximately NOK 27 billion.
IMPORTANT INFORMATION
United States
These materials may not be published, distributed or transmitted in the United
States, Canada, Australia, the Hong Kong Special Administrative Region of the
People's Republic of China, South Africa or Japan. These materials do not
constitute an offer of securities for sale or a solicitation of an offer to
purchase securities (the "Shares") of Entra ASA (the "Company") in the United
States, Norway or any other jurisdiction. The Shares of the Company may not be
offered or sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the "Securities
Act"). The Shares of the Company have not been, and will not be, registered
under the Securities Act. Any sale in the United States of the securities
mentioned in this communication will be made solely to "qualified institutional
buyers" as defined in Rule 144A under the Securities Act.
European Economic Area
Any offering of securities will be made by means of a prospectus to be published
that may be obtained from the issuer or selling security holder, once published,
and that will contain detailed information about the Company and its management,
as well as financial statements.
These materials are an advertisement and not a prospectus for the purposes of
Directive 2003/71/EC, as amended (together with any applicable implementing
measures in any Member State, the "Prospectus Directive"). Investors should not
subscribe for any securities referred to in these materials except on the basis
of information contained in the prospectus.
In any EEA Member State other than Norway (from the time the prospectus has been
approved by the Financial Supervisory Authority of Norway, in its capacity as
the competent authority in Norway, and published in accordance with the
Prospectus Directive as implemented in Norway) that has implemented the
Prospectus Directive, this communication is only addressed to and is only
directed at "qualified investors" in that Member State within the meaning of
Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"), i.e., only
to investors to whom an offer of securities may be made without the requirement
for the Company to publish a prospectus pursuant to Article 3 of the Prospectus
Directive in such EEA Member State.
United Kingdom
In the United Kingdom, these materials are only being distributed to and are
only directed at Qualified Investors who (i) are investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons
falling within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "Relevant Persons"). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this document relates is
available only to Relevant Persons and will be engaged in only with Relevant
Persons.
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
[HUG#1863759]
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