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Equinor — Capital/Financing Update 2010
Oct 20, 2010
3597_rns_2010-10-20_378b0f38-fcfe-411b-810b-d10b31525cc3.html
Capital/Financing Update
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IPO of Statoil Fuel & Retail - Update on offering price interval
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
The institutional and retail offering for the IPO of Statoil Fuel & Retail will
close on Thursday, 21 October at 12:00 CET.
Statoil ASA (OSE: STL, NYSE: STO) is pleased with the oversubscription level and
the composition of the institutional book of demand within the range NOK 37 -
NOK 39. The offering is expected to be priced within this price band. On this
basis, orders with price limits below NOK 37 will not be allocated.
ABG Sundal Collier Norge ASA and Citigroup Global Markets Limited are acting as
Joint Global Co-ordinators and, together with BofA Merrill Lynch as Joint
Bookrunners, Nordea Markets (a part of Nordea Bank Norge ASA) is acting as
Senior Lead Manager and Retail Coordinator, while Barclays Capital (the
investment banking division of Barclays Bank PLC) and Carnegie ASA are acting as
Co-Lead Managers.
Rothschild and Arctic Securities are acting as financial advisers to Statoil.
For more information, please contact:
Jannik Lindbæk jr, vice president media relations, Statoil ASA,Tel:
+47 977 55 622
Hilde Merete Nafstad, vice president investor relations,Tel: +47 957 83 911
* * *
IMPORTANT NOTICE:
This press release does not constitute an offer to sell or the solicitation of
an offer to buy any securities of Statoil Fuel & Retail ("SFR"). The securities
mentioned herein have not been, and will not be, registered under the United
States Securities Act of 1933, as amended (the "Securities Act") and may not be
offered or sold in the United States except pursuant to an exemption from the
registration requirements of the Securities Act.
SFR has not authorized any offer to the public of its securities in any Member
State of the European Economic Area other than Norway, Sweden and, Denmark. With
respect to each Member State of the European Economic Area other than Norway,
Sweden and, Denmark and which has implemented the Prospectus Directive (each, a
"Relevant Member State"), no action has been undertaken or will be undertaken to
make an offer to the public of SFR's securities requiring a publication of a
prospectus in any Relevant Member State. As a result, SFR's securities may only
be offered in Relevant Member States:
(a) to legal entities which are authorized or regulated to operate in the
financial markets or, if not so authorized or regulated, whose corporate purpose
is solely to invest in securities;
(b) to any legal entity meeting two or more of the following criteria: (1)
an average of at least 250 employees during the last financial year; (2) a total
balance sheet of more than EUR 43 million and (3) an annual net turnover of more
than EUR 50 million, as shown in its last annual or consolidated accounts;
(c) by the managers to fewer than 100 natural or legal persons (other than
qualified investors as defined in the Prospectus Directive) subject to obtaining
prior consent of the Joint Global Coordinators for any such offer; or
(d) in any other circumstances, not requiring SFR to publish a prospectus as
provide under Article 3(2) of the Prospectus Directive.
For the purposes hereof, the expression an "offer to the public of Shares" in
any Relevant Member State means the communication in any form and by any means
of sufficient information on the terms of the offer and the Shares to be offered
so as to enable an investor to decide to purchase any securities, as the same
may be varied in that Member State by any measure implementing the Prospectus
Directive in that Member State and the expression "Prospectus Directive" means
Directive 2003/71/EC and includes any relevant implementing measure in each
Relevant Member State.
This communication is directed solely at persons (i) who are outside the United
Kingdom, (ii) who have professional experience in matters relating to
investments and who fall within the meaning of Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the
"Order"), or (iii) who are high net worth entities and other persons to whom
such communication may otherwise lawfully be made falling within Article
49(2)(A) to (D) of the Order (all such persons together being referred to as
"Relevant Persons"). This communication must not be acted on or relied on by
persons who are not Relevant Persons. Any investment or investment activity to
which this communication relates is available only to Relevant Persons and will
be engaged in only with Relevant Persons. Persons distributing this
communication must satisfy themselves that it is lawful to do so.
In connection with the Offering, Citigroup Global Markets Limited (the
"Stabilizing Manager") (or persons acting on behalf of the Stabilizing Manager)
may over-allot shares or effect transactions with a view to supporting the
market price of the shares at a level higher than that which might otherwise
prevail. However, there is no assurance that the Stabilizing Manager (or persons
acting on behalf of the Stabilizing Manager) will undertake stabilization
action. Any stabilization action may begin on or after the date on which
adequate public disclosure of the final price of the shares is made and, if
begun, may be ended at any time, but it must end no later than 30 days after
allotment of the shares.
Matters discussed in this document may constitute forward-looking statements.
These forward-looking statements are based upon various assumptions. Although
we believe that these assumptions were reasonable when made, these assumptions
are inherently subject to significant known and unknown risks, uncertainties,
contingencies and other important factors that are difficult or impossible to
predict and are beyond our control. Such risks, uncertainties, contingencies
and other important factors could cause the actual events to differ materially
from those expressed or implied by such forward-looking statements. No
representation is made that any of these forward-looking statements will come to
pass and you are cautioned not to place any undue influence on any forward-
looking statement. Each of Statoil ASA, SFR, the Joint Bookrunners and their
respective affiliates expressly disclaims any obligation or undertaking to
update, review or revise any forward looking statement contained in this
announcement whether as a result of new information, future developments or
otherwise.
Any purchase of ordinary shares in the proposed Offering should be made solely
on the basis of the information contained in the final prospectus to be issued
by SFR in connection with the Offering. No reliance may or should be placed by
any person for any purposes whatsoever on the information contained in this
announcement or on its completeness, accuracy or fairness. The information in
this announcement is subject to change.
The Joint Bookrunners are acting exclusively for SFR and Statoil ASA and no-one
else in connection with the Offering. They will not regard any other person as
their respective clients in relation to the Offering and will not be responsible
to anyone other than SFR and Statoil ASA for providing the protections afforded
to their respective clients, nor for providing advice in relation to the
Offering, the contents of this announcement or any transaction, arrangement or
other matter referred to herein.
None of the Joint Bookrunners or any of their respective directors, officers,
employees, advisers or agents accepts any responsibility or liability whatsoever
for/or makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of the information in this announcement (or
whether any information has been omitted from the announcement) or any other
information relating to SFR, its subsidiaries or associated companies, whether
written, oral or in a visual or electronic form, and howsoever transmitted or
made available or for any loss howsoever arising from any use of announcement or
its contents or otherwise arising in connection therewith.
In connection with the Offering, the Joint Bookrunners and any of their
affiliates, acting as investors for their own accounts, may subscribe for or
purchase ordinary shares and in that capacity may retain, purchase, sell, offer
to sell or otherwise deal for their own accounts in such ordinary shares and
other securities of SFR or related investments in connection with the Offering
or otherwise. Accordingly, references in the prospectus, once published, to the
ordinary shares being issued, offered, subscribed, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, the Joint Bookrunners and any of their
affiliates acting as investors for their own accounts. The Joint Bookrunners do
not intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligations to do so.
This information is subject of the disclosure requirements acc. to §5-12 vphl
(Norwegian Securities Trading Act)
[HUG#1453715]