Share Issue/Capital Change • Sep 15, 2016
Share Issue/Capital Change
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Completion statement - 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
Entra - The Norwegian State, represented by the
Ministry of Trade, Industry and Fisheries
(the "NMTIF") completes the secondary placement of 30
million shares in Entra ASA.
Reference is made to the announcement on 14 September
2016, where the NMTIF announced a potential sale of up
to 30 million shares in Entra ASA (the "Company"
or "Entra", OSE-ticker "ENTRA"), representing 16.33%
of the share capital and voting rights in the Company.
The NMTIF has today agreed to sell 30,000,000 shares
in the company at a price of NOK 83 per share
(the "Placement").
The trade date for the Placement is 15 September 2016,
with settlement expected to occur on 19 September 2016.
Following completion of the Placement, the Norwegian
State, represented by the Ministry of Trade, Industry
and Fisheries will own 61,368,893 shares and votes in
Entra, representing 33.40% of the share capital and
voting rights in the Company.
Subject to certain customary exemptions, NMTIF has
undertaken not to dispose of any additional shares in
the Company within 90 days following completion of the
Placement without the prior written consent of the
Joint Bookrunners.
ABG Sundal Collier and DNB Markets acted 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 was made pursuant to available exemptions
under the Prospectus Directive. The offering was
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 MNTIF for
providing the protections offered to clients of the
Joint Bookrunners nor for providing advice in relation
to the offering.
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