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Entra

Share Issue/Capital Change Oct 17, 2014

3596_iss_2014-10-17_7e614b9f-20a8-49da-82cf-4d593e343bf1.html

Share Issue/Capital Change

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ENTRA - CONDITIONAL TRADING IN THE SHARES OF ENTRA FROM 17 OCTOBER 2014

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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