Nekkar — M&A Activity 2016

Aug 14, 2016

PALFINGER MARINE GMBH'S OFFER TO ACQUIRE SHARES IN TTS GROUP ASA IS TERMINATED

With reference to the voluntary offer for the outstanding shares in TTS Group ASA ("TTS"; OSE ticker code "TTS") as announced on 19 June 2016 and the approval of the offer document (the "Offer Document") for the offer (the "Offer") by Oslo Børs as announced on 18 July 2016, Palfinger Marine GmbH (the "Offeror" or "Palfinger") today announces that it has not received acceptances for more than 90% of the shares in TTS on a fully diluted basis and that the Offer will not be completed.

The acceptance period for the Offer expired on 12 August 2016, at 16:30 CET.

At expiry of the acceptance period, Palfinger had not received acceptances of the Offer exceeding more than 90% on a fully diluted basis, being one of the closing conditions of the Offer as further described in the Offer Document. As a result, Palfinger will not complete the Offer.

Shareholders in TTS who have accepted the Offer are released from their acceptances, and bondholders under TTS's existing bond loan having entered into separate undertakings towards Palfinger are released from their undertakings.

This notification is made by Palfinger Marine GmbH. Please refer to the Offer Document for further information regarding the Offer.

Norne Securities AS and InFima AS are acting as financial advisors to Palfinger Marine GmbH in connection with the Offer. Advokatfirmaet Selmer DA is acting as legal advisor to Palfinger Marine GmbH in connection with the Offer.

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This information is subject to the disclosure requirements according to Section 5-12 of the Norwegian Securities Trading Act.

The distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. Palfinger assumes no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

This release may contain certain forward-looking statements within the meaning of the securities laws and regulations of various international, federal, and state jurisdictions. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the Offer, future plans and objectives of TTS or Palfinger are forward-looking statements that involve risks and uncertainties. There can be no assurances that such statements will prove to be accurate and actual results could differ materially from those anticipated in such statements.

Special Notice to Shareholders in the United States

The Offer referenced in this announcement was made for shares of TTS, a company incorporated under Norwegian law, subject to Norwegian disclosure and procedural requirements, which are different from those of the United States. The shares of TTS have not been registered under the U.S. Securities Exchange Act of 1934, as amended (the "US Exchange Act") (and TTS is not subject to the periodic reporting requirements of the US Exchange Act, as amended, and is not required to, and does not, file any reports with the US Securities and Exchange Commission thereunder), and are not listed or traded on any stock exchange in the United States. Accordingly, the Offer was made in the United pursuant to an exemption from certain requirements of the United States federal tender offer rules as provided by Rule 14d-1(c) under the US Exchange Act and is subject only to certain provisions of Section 14(e) and Regulation 14E thereunder and certain other applicable laws. Financial information included in this announcement, if any, has been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.

To the extent permissible under applicable law or regulation, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time after the date hereof, and other than pursuant to the Offer, directly or indirectly purchase, or arrange to purchase, shares of TTS, or any securities that are convertible into, exchangeable for or exercisable for such shares. In addition, the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of TTS, which may include purchases or arrangements to purchase such securities.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THE OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THIS ANNOUNCEMENT OR DETERMINED WHETHER THIS ANNOUNCEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR AFTER THIS MESSAGE ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA AN EMAIL SYSTEM.