Entra

Prospectus • Oct 6, 2014

ENTRA - LAUNCH OF INITIAL PUBLIC OFFERING AND APPROVED PROSPECTUS

ENTRA - LAUNCH OF INITIAL PUBLIC OFFERING AND APPROVED PROSPECTUS

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, 6 October 2014. Reference is made to the announcement on 17 September

2014 regarding the intention to list the shares of Entra ASA ("Entra", the

"Company", OSE ticker code: "ENTRA") on Oslo Børs and the contemplated initial

public offering (the "Offering"). Entra has, as agreed with the Norwegian

Government, represented by the Ministry of Trade, Industry and Fisheries (the

"Selling Shareholder"), resolved to launch the Offering and to apply for a

listing of its shares on Oslo Børs. Subject to approval of the listing

application and successful completion of the Offering, the shares of Entra are

expected to be admitted to listing and commence conditional trading on Oslo Børs

on 17 October 2014.

The Offer Shares (as defined below) are expected to be sold at a price between

NOK 61 and NOK 72 per Offer Share, corresponding to an equity value (including

issuance of new shares) of between approximately NOK 11.4 billion and NOK 12.9

billion. The final offer price per share may, however, be set above or below

this indicative price range.

The Offering will comprise up to 44,262,296 new shares (the "New Shares") to be

issued by the Company to raise gross proceeds of approximately NOK 2,700

million, and between 29,009,265 and 64,673,913 existing shares (the "Sale

Shares") to be offered by the Selling Shareholder. In addition, the Selling

Shareholder has granted Goldman Sachs International, on behalf of the Managers

(as defined below), an over-allotment option to purchase up to 16,340,432 shares

(the "Additional Shares", and together with the New Shares and Sale Shares, the

"Offer Shares"). The final number of Offer Shares will depend on the final offer

price. The sum of the allocated Sale Shares and Additional Shares will in no

event be less than 40,000,000 shares or more than 80,000,000 shares.

If all the New Shares and all the Sale Shares are sold in the Offering at the

mid-point of the indicative price range, it is expected that the free float of

Entra following completion of the Offering will be up to 58% of the share

capital (when excluding the over-allotment facility), and up to 66% of the share

capital (including the exercise of the over-allotment option), implying that the

Selling Shareholder will retain an ownership in Entra post completion of the

Offering of at least 34%.

The Selling Shareholder will receive the proceeds from the sale of the Sale

Shares and the Additional Shares, if any, and the Company will receive the

proceeds from the sale of the New Shares.

The Selling Shareholder and the Company will be subject to a customary lock-up

period of 180 days after the Offering. Members of the senior management team of

the Company will be subject to a 365 days lock-up period.

The Financial Supervisory Authority of Norway has approved the prospectus dated

3 October 2014 (the "Prospectus") that has been prepared in connection with the

Offering and listing. The terms and conditions for the Offering, as further set

out in the Prospectus, comprise:

* An institutional offering, in which Offer Shares are being offered to (a)

institutional and professional investors in Norway, (b) investors outside

Norway and the United States, subject to applicable exemptions from

prospectus requirements, and (c) investors in the United States who are

"qualified institutional buyers" ("QIBs"), as defined in, and in reliance on

Rule 144A of the U.S. Securities Act. The institutional offering is subject

to a lower limit per application of NOK 2,000,000.

* A retail offering, in which Offer Shares are being offered to the public in

Norway subject to a lower limit per application of NOK 10,500 and an upper

limit per application of NOK 1,999,999 for each investor, with a right to

receive bonus shares from the Selling Shareholder subject to certain

conditions, including a hold period as further described in the Prospectus.

Investors who intend to place an order in excess of NOK 1,999,999 must do so

in the institutional offering. Multiple applications by one applicant in the

retail offering will be treated as one application with respect to the

maximum application limit.

* An employee offering, in which Offer Shares are being offered to eligible

employees of Entra subject to a lower limit per application of an amount of

NOK 1,500 or 15 Offer Shares (in the event a number of Offer Shares is

applied for) and an upper limit per application of NOK 4,999,999 or 150

Offer Shares (in the event a number of Offer Shares is applied for) for each

eligible employee, with a right to receive bonus shares from the Selling

Shareholder subject to certain conditions which includes a hold period as

further described in the Prospectus. Eligible employees who intend to place

an order in excess of NOK 4,999,999 must do so in the institutional

offering. Multiple applications by one applicant in the employee offering

are not allowed. All eligible employees will receive full allocation in the

employee offering. Eligible employees may not order shares in both the

employee offering and the retail offering.

The bookbuilding for the institutional offering will commence on 6 October 2014

at 09:00 hours (CET) and run until 15:00 hours (CET) on 16 October 2014. The

application period for the retail offering will commence on 6 October 2014 at

09:00 hours (CET) and run until 12:00 hours (CET) on 15 October 2014 for

physical orders and 12:00 hours (CET) on 16 October 2014 for online orders

through the VPS online application system. The application period for the

employee offering will commence on 6 October 2014 at 09:00 hours (CET) and run

until 12:00 hours (CET) on 15 October 2014 (physical orders only). The

bookbuilding period and the application periods may be shortened or extended at

any time. The final number of Offer Shares and the final price per Offer Share

will be determined by the Company and the Selling Shareholder, in consultation

with the Joint Global Coordinators and Joint Bookrunners, after completion of

the bookbuilding period for the institutional offering.

The pricing of the transaction is expected to take place on or around 16 October

2014 with conditional trading of the shares in Entra on Oslo Børs commencing on

or around 17 October 2014 under the symbol "ENTRA".

Completion of the Offering is conditional upon the board of directors of Oslo

Børs approving the application for listing of the shares in the Company in a

meeting to be held on or about 9 October 2014 and the satisfaction of the

conditions for admission to trading to be set by Oslo Børs, which are expected

to be that (a) Entra will have in excess of 500 shareholders, each holding

shares with a value of more than NOK 10,000 and (b) that there will be a minimum

free float of the shares of 25%. Further, completion of the Offering is

conditional upon (i) the Company and the Selling Shareholder, in consultation

with the Joint Global Coordinators and Joint Bookrunners, having approved the

offer price and the allocation of the Offer Shares to eligible investors

following the bookbuilding process, (ii) the Company, the Selling Shareholder

and the Joint Global Coordinators and Joint Bookrunners (as representatives of

the Managers (as defined below)) having entered into the purchase agreement as

described in the Prospectus and satisfaction of the conditions included in the

purchase agreement, and (iii) the purchase agreement not having been terminated.

There can be no assurance that these conditions will be satisfied.

The Prospectus will, subject to regulatory restrictions in certain

jurisdictions, be available at www.entra.no, www.abgsc.no, www.danskebank.no,

www.handelsbanken.no/entra and www.swedbank.no from today, 6 October 2014 at

09:00 hours (CET). Hard copies of the Prospectus may be obtained free of charge

from the same date by contacting one of the Managers or at the offices of Entra

at Biskop Gunnerus' gate 14, 26th floor, N-0185 Oslo, Norway.

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: arve.regland@entra.no

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.

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