Adevinta — M&A Activity 2023

Nov 21, 2023

Permira and Blackstone Announce Voluntary Offer for All Outstanding Ordinary Class a Shares in Adevinta at Nok 115 Per Share

Permira and Blackstone Announce Voluntary Offer for All Outstanding Ordinary Class a Shares in Adevinta at Nok 115 Per Share

NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, HONG KONG; NEW ZEALAND, SOUTH

AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE

WOULD BE UNLAWFUL OR REQUIRE PRIOR APPROVAL

21 November 2023

Permira and Blackstone are pleased to announce a voluntary tender offer to

acquire all of the outstanding ordinary Class A shares in Adevinta ASA

("Adevinta" or the "Company") (the "Offer") by funds advised by Permira Advisers

LLP (together with the advised funds, "Permira") and funds advised by The

Blackstone Group International Partners LLP (together with the advised funds,

"Blackstone"), as well as General Atlantic and TCV (each an "Investor", and in

the Offer for Adevinta, the "Investors").

The Offer is being made through Aurelia Bidco Norway AS (the "Offeror", and

together with its direct and indirect parent companies and Aurelia Bidco 1

Norway AS, the "Aurelia Acquisition Companies"), a Norwegian private limited

liability company established for the purpose of the Offer. The Offeror is a

newly established acquisition vehicle, wholly-owned by Aurelia Luxembourg Finco

S.À R.L.

The price per Adevinta share offered to the Adevinta shareholders is NOK 115

(the "Offer Price"), and corresponds to an equity value of Adevinta of

approximately NOK 141 billion to be settled in either cash, depository receipts

representing shares in an indirect parent company of the Offeror, or a

combination thereof.

The Offer is the result of an extensive process between the Offeror and a

special committee of the Board of Directors of Adevinta comprised of the five

independent board members who are not connected to/affiliated with Permira,

Schibsted and eBay.

Bid premium

The Offer Price is the Offeror's best and final price, representing a premium

of:

* 54% to the volume weighted average price of NOK 74.58 over the 3 months up

to and including 19 September 2023; and

* 51% to the volume weighted average price of NOK 76.28 over the 6 months up

to and including 19 September 2023.

Undertakings and statements from shareholders in Adevinta

As further set out below, an aggregate of 885,909,719 Adevinta shares,

representing approximately 72.3% of Adevinta's issued shares are already

committed by Permira, Schibsted and eBay.

Offer document

The combined offer document and exempted document for the Offer (the "Offer

Document") with the complete terms of the Offer is expected to be approved by

the Oslo Stock Exchange during December 2023, with an initial acceptance period

of 20 business days commencing immediately thereafter (subject to extensions).

Quotes

Mr. Stefan Dziarski, Partner & Co-Head of Permira Growth Opportunities and Mr.

Dipan Patel, Partner & Co-Head of Permira Consumer, comment: "Since our 2021

investment, we have seen first-hand the strength of Adevinta's brands, market

positions and management team, as well as the growth opportunities and

challenges that lie ahead. This offer, which comes at a significant premium,

provides compelling value, certainty and optionality for shareholders, who are

given the opportunity to roll over in-whole or in-part. This offer also provides

Adevinta's exceptional management team, led by Antoine Jouteau, the ability to

focus on accelerating the company vision in a private context. We are pleased to

note that the Independent Advisors to the Special Committee of Adevinta believe

that the cash consideration is fair."

Mr. Lionel Assant, Head of European Private Equity in Blackstone, comments: "We

believe our offer provides attractive value and certainty for shareholders,

whilst helping Adevinta take advantage of its long-term growth opportunities in

a rapidly changing landscape. Access to flexible capital in a private context

will ensure Adevinta remains competitive in this environment. We believe we can

drive forward Adevinta's strategy in the interest of the company and its

stakeholders."

Mr. Chris Caulkin, Managing Director and Head of EMEA Technology at General

Atlantic, comments: "General Atlantic has a long track record of supporting the

development of online classifieds and marketplace platforms around the world. We

are pleased to bring this experience to bear and support Adevinta in further

driving the circular economy through enhancing its platform and deepening

engagement with customers."

Mr. John Doran, General Partner, comments: "TCV has a history of backing

category-defining platforms like Adevinta and partnering with CEOs as they build

truly next generation technology platforms."

Pursuant to a transaction completion agreement (the "Transaction Completion

Agreement") and subject to certain closing conditions, each of Permira,

Schibsted and eBay has individually agreed with the Offeror (i) to contribute

outside, and upon completion of, the Offer, 475,553,820 shares, representing

approximately 38.8% of the issued Adevinta shares, to the Offeror, against newly

issued shares in certain of the Offeror's indirect parent companies at the Offer

Price (the "Share Contribution"); and, with respect to Schibsted and eBay only,

(ii) to sell, subject to and upon completion of the Offer, 410,355,899 shares,

representing approximately 33.5% of the issued Adevinta shares, to the Aurelia

Acquisition Companies for cash at the Offer Price (the "Cash Shares"). The Share

Contribution and the Cash Shares equal in the aggregate 885,909,719 Adevinta

shares, representing approximately 72.3% of the issued Adevinta shares.

Key offer terms and conditions

The accepting shareholders may choose to receive the Offer Price by way of one

of the following alternatives:  (i) in cash (the "All Cash Alternative") at the

Offer Price, (ii) one depository receipt representing one share in an indirect

parent company of the Offeror (the "Issuer") for each Adevinta share (the "100%

Share Alternative"), or (iii) a combination of depository receipts representing

shares in the Issuer for 50% of its tendered Adevinta shares and cash

consideration for the remaining 50% of its tendered Adevinta shares (the "50%

Share Alternative"). The number of shares available under the 100% Share

Alternative and the 50% Share Alternative to Adevinta shareholders is limited to

10% of the fully diluted share capital of the Issuer.

Availability of the 100% Share Alternative and the 50% Share Alternative are

subject to legal restrictions in certain jurisdictions.

The Offeror's obligation to launch the Offer is subject to the following

conditions (the "Launch Conditions"), agreed in the transaction agreement

entered into between the Offeror and Adevinta (the "Transaction Agreement")

which are for the sole benefit of the Offeror and may be waived, in whole or in

part, by the Offeror at any time:

a. The absence of a material adverse change;

b. The final approval of the Offer Document shall have been received from the

Oslo Stock Exchange;

c. The Board statement having been made and not withdrawn, modified or amended

in a way (other than immaterial changes that may not have an impact on the

Offer or the other transactions contemplated by the Transaction Agreement);

and

d. The Company shall in all material respects have complied with its

obligations under the Transaction Agreement, and there shall otherwise have

been no material breach of the Transaction Agreement by the Company which

entitles the Offeror to terminate the Transaction Agreement.

The Offer will be subject to fulfilment or waiver by the Offeror of customary

conditions, including:

* Minimum acceptance: the Offer shall on or prior to the expiration of the

offer period have been validly accepted by shareholders of the Company

representing (when taken together with any shares acquired or agreed to be

acquired by the Aurelia Acquisition Companies other than through the Offer,

or which the Aurelia Acquisition Companies are otherwise entitled) more than

90.0% of the issued and outstanding share capital and voting rights of the

Company (on a fully diluted basis) and such acceptances not being subject to

any third party consents in respect of pledges or other rights;

* Board statement: the Board statement has been issued and not been amended,

modified or withdrawn;

* Regulatory approvals: all permits, consents, approvals and clearances in

connection with any filings or other submission (in any form) in connection

with the Offer shall have been obtained without conditions and any

applicable waiting periods (including if extended by agreement or otherwise)

shall have expired or lapsed, in each case on terms and conditions

satisfactory to the Offeror and in accordance with the Transaction

Agreement;

* Ordinary Conduct of Business: except as explicitly provided for under the

Transaction Agreement, that (A) the business of the Adevinta group, in the

interim period, has in all material respects been conducted in the ordinary

course; (B) there has not been made, and not been passed any decision to

make or published any intention to make, any (i) corporate restructurings,

changes in the share capital of the Company, issuance of options, warrants

or financial instruments giving a right to acquire or subscribe for shares

in the Company or any other member of the Adevinta group, or (ii)

declaration or payment of dividends or other distributions to the Company's

shareholders (whether in cash or in kind); or (C) subject to certain

provisions in the Transaction Agreement, the Company shall not have entered

into or taken any steps to enter into any agreement for, or carried out any

transaction that constitutes a competing offer;

* No material breach: there shall have been no material breach by the Company

of the Transaction Agreement, including, for the avoidance of doubt, no

material breach of the warranties by the Company set out in the Transaction

Agreement, which entitles the Offeror to terminate the Transaction

Agreement, and the Company shall not have terminated or attempted to

terminate the Transaction Agreement, or taken any actions or measures by the

Company which would prevent or frustrate the Offer;

* No legal action: no court or governmental or regulatory authority of any

competent jurisdiction, or other third party, shall have taken or threatened

to take any form of legal action (whether temporary, preliminary or

permanent) that will or might (A) restrain or prohibit the consummation of

the Offer; or (B) in connection with the Offer impose conditions upon the

Offeror or its affiliates, the Company or any of its subsidiaries which

results in a material adverse change; and

* No material adverse change: no material adverse change shall have occurred

between the date of the Transaction Agreement and until settlement of the

Offer.

The Offer will not be subject to any financing or due diligence conditions.

Pursuant to the Transaction Agreement, the Company has the right to solicit

competing offers from third parties until the end of the initial offer period of

20 business days. The Company and its subsidiaries have undertaken not to

solicit competing offers from third parties after such initial offer period.

Further, the Company has undertaken to procure that the Board statement, subject

to customary conditions and fiduciary duties, is not amended, modified or

withdrawn (other than immaterial changes that may not have an impact on the

Offer or the other transactions contemplated by the Transaction Agreement) by

the Board.

The complete details of the Offer, including all terms and conditions, will be

contained in the Offer Document, which will be sent to all eligible shareholders

of Adevinta following review and approval by the Oslo Stock Exchange pursuant to

Chapter 6 of the Norwegian Securities Trading Act. The Offer Document is

expected to be approved during December 2023. The Offer may only be accepted on

the basis of the Offer Document.

It is expected that the Offer will be completed in the second quarter of 2024,

following receipt of regulatory approvals.

Following the completion of the Offer and subject to the satisfaction of the

closing conditions, the Offeror intends to redeem the Company's EUR660.0 million

senior secured notes due 2025 and EUR400.0 million senior secured notes due 2027

and repay and cancel the Company's senior facilities.

Background and Transaction Rationale

Adevinta is a world-class online classifieds platform with a global portfolio of

directly owned brands, including Leboncoin in France, mobile.de and

Kleinanzeigen in Germany, Marktplaats and 2dehands / 2ememain in the Benelux,

Adevinta Spain, Subito and Kijiji Canada, as well as joint ventures including

OLX Brazil, Ireland and Austria.

Each of the Investors has followed Adevinta closely for many years and have

developed a strong and thorough understanding of its business model and the

wider market in which it operates. Permira has maintained a significant

shareholding in Adevinta since 2021, supporting the transformation of the

company.

The Investors recognise that access to significant, long-term capital and

investment is required to support Adevinta's next phase of growth, ensuring the

Company can stay relevant in an increasingly competitive environment. Combining

deep experience in growing businesses and a longer-term perspective, each of the

Investors believes it is the right partner for Adevinta to strengthen its value

proposition for all customers and ensure leading positions in all markets in

which it operates.

Advisers

ABG Sundal Collier ASA and Goldman Sachs Bank Europe SE, Amsterdam Branch are

acting as financial advisers to the Offeror in the process. Freshfields

Bruckhaus Deringer LLP, Latham & Watkins LLP and Wikborg Rein Advokatfirma AS

are acting as legal advisers to the Offeror in the process.

Contacts

International media relations

Carl Leijonhufvud, Permira

Carl.Leijonhufvud@Permira.com (mailto:Carl.Leijonhufvud@Permira.com)

+44 (0) 7586 695 549

James Williams, Permira

james.williams@Permira.com (mailto:james.williams@Permira.com)

+44 (0) 7747 006 407

Rebecca Flower, Blackstone

Rebecca.Flower@Blackstone.com (mailto:Rebecca.Flower@Blackstone.com)

+44 (0)7918 360372

Stephen Lewis, Blackstone

Stephen.M.Lewis@Blackstone.com (mailto:Stephen.M.Lewis@Blackstone.com)

+44 (0)7780 057345

Norwegian media

Marte Ramuz Eriksen, Zynk

mre@zynk.no (mailto:mre@zynk.no)

+47 952 21 425

Swedish media

Birgitta Henriksson, Fogel & Partners

birgitta.henriksson@fogelpartners.se

(mailto:birgitta.henriksson@fogelpartners.se)

+46 (0)708 128 639

For administrative questions regarding the Offer, please contact your bank or

the nominee registered as holder of your shares.

About Permira

Permira is a global investment firm that backs successful businesses with growth

ambitions. Founded in 1985, the firm advises funds with total committed capital

of EUR78bn+ and makes long- term majority and minority investments across two core

asset classes, private equity and credit. The Permira private equity funds have

made approximately 300 private equity investments in four key sectors:

Technology, Consumer, Healthcare and Services.

Permira employs over 500 people in 15 offices across the United States, Europe

and Asia. For more information visit www.permira.com (http://www.permira.com/).

About Blackstone

Blackstone is the world's largest alternative asset manager. We seek to create

positive economic impact and long-term value for our investors. We do this by

relying on extraordinary people and flexible capital to help strengthen the

companies we invest in. Our over $1 trillion in assets under management include

investment vehicles focused on?private equity, real estate, public debt and

equity, infrastructure, life sciences, growth equity, opportunistic, non-

investment grade credit, real assets and secondary funds, all on a global

basis.?Further information is available at www.blackstone.com

(https://www.blackstone.com/). Follow @blackstone on?LinkedIn

(https://www.linkedin.com/company/7834/),?X (Twitter)

(https://twitter.com/blackstone), and?Instagram

(https://www.instagram.com/blackstone/).

About General Atlantic

General Atlantic is a leading global growth equity firm with more than four

decades of experience providing capital and strategic support for over 500

growth companies throughout its history. Established in 1980 to partner with

visionary entrepreneurs and deliver lasting impact, the firm combines a

collaborative global approach, sector specific expertise, a long-term investment

horizon and a deep understanding of growth drivers to partner with great

entrepreneurs and management teams to scale innovative businesses around the

world. General Atlantic currently has ~$77 billion in assets under management

and more than 270 investment professionals based in New York, Amsterdam,

Beijing, Hong Kong, Jakarta, London, Mexico City, Miami, Mumbai, Munich, San

Francisco, São Paulo, Shanghai, Singapore, Stamford and Tel Aviv. For more

information on General Atlantic, please visit our website:

www.generalatlantic.com (http://www.generalatlantic.com).

About TCV

Founded in 1995, TCV has built a track record of partnering with private and

public technology companies that have developed into global, category-defining

players. Over time and market cycles, TCV has remained committed to its core

principles of thematic investing, emphasis on quality and growth, and relentless

focus on partnering with market leaders. TCV has made over 350 investments and

has supported over 150 strategic transactions, including 80 IPOs. Select

investments include: Airbnb, Celonis, Clio, Facebook, GoDaddy, Miro, Netflix,

Nubank, Relex, Revolut, Sportradar, Spotify, Toast and Zillow.

Important notice

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation and is subject to the disclosure requirements according

to section 5-12 of the Norwegian Securities Trading Act.

This announcement and any related Offer documentation are not being distributed

and must not be mailed or otherwise distributed or sent in or into any country

in which the distribution or offering would require any such additional measures

to be taken or would be in conflict with any law or regulation in such country -

any such action will not be permitted or sanctioned by the Investors. Any

purported acceptance of the Offer resulting directly or indirectly from a

violation of these restrictions may be disregarded.

This announcement is for informational purposes only and is not a tender offer

document and, as such, is not intended to constitute or form any part of an

offer or the solicitation of an offer to purchase, otherwise acquire, subscribe

for, sell or otherwise dispose of any securities or the solicitation of any vote

or approval in any jurisdiction, pursuant to the Offer or otherwise.. The Offer

will only be made on the basis of an offer document approved by the Oslo Stock

Exchange, and can only be accepted pursuant to the terms of such offer document.

Offers will not be made directly or indirectly in any jurisdiction where either

an offer or participation therein is prohibited by applicable law or where any

tender offer document or registration or other requirements would apply in

addition to those undertaken in Norway.

The Offer and the distribution of this announcement and other information in

connection with the Offer may be restricted by law in certain jurisdictions.

When published, the Offer Document and related acceptance forms will not and may

not be distributed, forwarded or transmitted into or within any jurisdiction

where prohibited by applicable law, including, without limitation, Canada,

Australia, New Zealand, South Africa, Hong Kong and Japan. The Offeror does not

assume any responsibility in the event there is a violation by any person of

such restrictions. Persons in the United States should review "Notice to U.S.

Holders" below. Persons into whose possession this announcement or such other

information should come are required to inform themselves about and to observe

any such restrictions.

Goldman Sachs Bank Europe SE, Amsterdam Branch is acting exclusively for Aurelia

Netherlands Midco 2 B.V. (as an indirect parent of the Offeror) and no one else

in connection with the Offer and will not be responsible to anyone other than

Aurelia Netherlands Midco 2 B.V. for providing the protections afforded to

clients of Goldman Sachs Bank Europe SE, Amsterdam Branch, nor for providing

advice in connection with the Offer or any other matters referred to in this

document.

Forward-looking statements

This announcement, verbal statements made regarding the Offer and other

information published by the Offeror may contain certain statements about the

Company and the Offeror that are or may be forward-looking statements. These

forward-looking statements can be identified by the fact that they do not relate

only to historical or current facts. Forward-looking statements sometimes use

words such as "may", "will", "seek", "continue", "aim", "anticipate", "target",

"expect", "estimate", "intend", "plan", "goal", "believe" or other words of

similar meaning. Examples of forward-looking statements include, among others,

statements regarding the Company's or the Offeror's future financial position,

income growth, assets, impairment charges, business strategy, leverage, payment

of dividends, projected levels of growth, projected costs, estimates of capital

expenditures, and plans and objectives for future operations and other

statements that are not historical fact. By their nature, forward-looking

statements involve risk and uncertainty because they relate to future events and

circumstances, including, but not limited to, Norwegian domestic and global

economic and business conditions, the effects of volatility in credit markets,

market-related risks such as changes in interest rates and exchange rates,

effects of changes in valuation of credit market exposures, changes in valuation

of issued notes, the policies and actions of governmental and regulatory

authorities, changes in legislation, the further development of standards and

interpretations under International Financial Reporting Standards ("IFRS")

applicable to past, current and future periods, evolving practices with regard

to the interpretation and application of standards under IFRS, the outcome of

pending and future litigations, the success of future acquisitions and other

strategic transactions and the impact of competition - a number of such factors

being beyond the Company's and the Offeror's control. As a result, actual future

results may differ materially from the plans, goals, and expectations set forth

in these forward-looking statements.

Any forward-looking statements made herein speak only as of the date they are

made. The Offeror disclaims any obligation or undertaking to release publicly

any updates or revisions to any forward-looking statements contained in this

announcement to reflect any change in the Offeror's expectations with regard

thereto or any change in events, conditions or circumstances on which any such

statement is based.

Notice to U.S. Shareholders

The Offer and the distribution of this announcement and other information in

connection with the Offer are made available to Shareholders in the United

States of America (the "U.S." or "United States"), and to U.S. persons, in

compliance with applicable U.S. securities laws and regulations, including

Section 14(e) and Regulation 14E under the U.S. Securities Exchange Act of

1934, as amended (the "U.S. Exchange Act"). The Consideration Depository

Receipts have not been, and will not be, registered under the U.S. Securities

Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of

any state or jurisdiction in the United States and may not be offered or sold in

the United States except pursuant to an applicable exemption from, or in a

transaction not subject to, the registration requirements of the U.S. Securities

Act or in compliance with any applicable securities laws of any state or other

jurisdiction of the United States. Consequently, Consideration Depository

Receipts are not being offered, sold or delivered, directly or indirectly, in or

into the United States or to U.S. persons, unless registered under the U.S.

Securities Act and applicable state securities laws or an exemption from such

registration is available. Consideration Depository Receipts will only be made

available in the United States to QIBs (as defined in Rule 144A under the U.S

Securities Act ("Rule 144A") or Accredited Investors (as defined in Rule 501(a)

under the U.S. Securities Act) in transactions that are exempt from the

registration requirements of the U.S. Securities Act and in compliance with any

applicable U.S. state "blue sky" securities laws. Such Shareholders will be

required to make such acknowledgements and representations to, and agreements

with, the Issuer as the Issuer may require to establish that they are entitled

to receive Consideration Depository Receipts. The Consideration Depository

Receipts will only be sold to persons outside the United States in accordance

with Regulation S of the U.S. Securities Act. U.S. investors who are unable to

receive Consideration Depository Receipts may only elect to receive cash

consideration.

None of the Consideration Depository Receipts, the Offer Document, the

Acceptance Form or any other document relating to the offering of Consideration

Depository Receipts, has been approved or disapproved by the U.S. Securities and

Exchange Commission (the "SEC"), any state securities commission in the United

States or any other U.S. regulatory authority, nor have such authorities passed

upon or determined the adequacy or accuracy of the information contained in this

Offer Document and the merits of the Offer. Any representation to the contrary

is a criminal offence in the United States.

In addition, until 40 days after the commencement of the Offer, an offer, sale

or transfer of the Consideration Depository Receipts within the United States by

a dealer (whether or not participating in the Offer) may violate the

registration requirements of the U.S. Securities Act if such offer, sale or

transfer is made otherwise than in accordance with Rule 144A or another

exemption from registration under the U.S. Securities Act.

In accordance with normal Norwegian practice and pursuant to Rule 14e-5(b) of

the U.S. Exchange Act, the Offeror or its nominees, or its brokers (acting as

agents), may from time to time make certain purchases of, or arrangements to

purchase, Adevinta shares outside of the United States, other than pursuant to

the Offer, before or during the period in which the Offer remains open for

acceptance. These purchases may occur either in the open market at prevailing

prices or in private transactions at negotiated prices. Any information about

such purchases will be disclosed as required in Norway and will be reported to

an officially appointed mechanism of Oslo Børs and will be available on the Oslo

Børs' website: https://www.euronext.com/en/markets/oslo.

The United Kingdom

In the United Kingdom (the "UK"), this announcement is only being distributed to

and is only directed at persons who are also (i) investment professionals

falling within Article 19(5) of the Financial Services and Markets Act 2000

(Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth companies

and other persons falling within Article 49(2)(a) to (d) of the Order; or (iii)

persons to whom distributions may otherwise lawfully be made, (all such persons

together being referred to as "Relevant Persons"). In the UK, the Consideration

Depository Receipts are only available to, and any invitation, offer or

agreement to subscribe, purchase or otherwise acquire such shares will be

engaged in only with, Relevant Persons. Any such person who is not a Relevant

Person should not act or rely on this announcement or any of its contents. This

announcement is 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 announcement relates is available only to Relevant

Persons and will be engaged in only with Relevant Persons.

The European Economic Area

This announcement has been prepared on the basis that any offer of securities in

any Member State of the European Economic Area which has implemented the

Prospectus Regulation (EU) (2017/1129, as amended, the "Prospectus Regulation")

(each, a "Relevant State") will be made pursuant to an exemption under the

Prospectus Regulation, as implemented in that Relevant State, from the

requirement to publish a prospectus for offers of securities. Accordingly, any

person making or intending to make any offer in that Relevant State of

securities, which are the subject of the offering contemplated in this

announcement, may only do so in circumstances in which no obligation arises for

the Offeror to publish a prospectus pursuant to Article 3 of the Prospectus

Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus

Regulation, in each case, in relation to such offer. Neither the Offeror, the

Investors nor any of the advisors have authorised, nor do they authorise, the

making of any offer of the securities through any financial intermediary, other

than offers made by the Offeror which constitute the final placement of the

securities contemplated in this announcement. Neither the Offeror, the Investors

nor any of the advisors have authorised, nor do they authorise, the making of

any offer of securities in circumstances in which an obligation arises to

publish or supplement a prospectus for such offer.

The issue, subscription or purchase of Consideration Depository Receipts in the

Issuer is subject to specific legal or regulatory restrictions in certain

jurisdictions. Neither the Issuer, the Offeror nor their advisors assume any

responsibility in the event there is a violation by any person of such

restrictions.

****

This information is subject to the disclosure requirements pursuant to Section

5-12 the Norwegian Securities Trading Act