Norcod — Major Shareholding Notification 2021

Jun 18, 2021

Norcod AS - Result of secondary placing and mandatory notification of trade

Norcod AS - Result of secondary placing and mandatory notification of trade

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Norcod AS - Result of secondary placing and mandatory notification of trade

Reference is made the stock exchange announcement of 17 June 2021 at 17:06 CEST regarding the contemplated secondary placing by Isfjord Norway AS (“Isfjord” or the “Seller”) of existing shares in Norcod AS (the “Company” or “Norcod”).

Isfjord has today sold 1,117,932 shares in Norcod, representing 6.56% of the share capital and voting rights in the Company, at a price of NOK 92.50 per share.

The shares were sold through a sales process managed by SpareBank 1 Markets AS as sole bookrunner.

After settlement of the transaction, Isfjord owns 200,000 shares in the Company. The Seller has entered into a customary 90-days lock-up with the Bookrunner for its remaining shareholding.

Artha Norcod IV A/S has purchased and acquired 800,000 shares in the transaction. Artha Norcod IV A/S is a fund launched by Artha Kapitalforvaltning A/S. Following the completion of the transaction, Artha Norcod IV A/S and its related companies, Artha Norcod A/S, Artha Norcod II A/S and Artha Norcod III A/S, which are represented on the Company’s board of directors, own a total of 5,547,712 shares in the Company, representing 32.6% of the share capital and voting rights in the Company.

IMPORTANT NOTICE

THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFER AND SALE OF THE SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. THE SHARES MAY NOT BE OFFERED TO THE PUBLIC IN ANY JURISDICTION IN CIRCUMSTANCES WHICH WOULD REQUIRE THE PREPARATION OR REGISTRATION OF ANY PROSPECTUS OR OFFERING DOCUMENT RELATING TO THE SHARES IN SUCH JURISDICTION. NO ACTION HAS BEEN TAKEN BY THE BOOKRUNNER NOR ANY OF ITS AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO SUCH SECURITIES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

THIS PRESS RELEASE IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM A PART OF AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITY OF THE COMPANY IN THE UNITED STATES OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER OR SOLICITATION IS UNLAWFUL. THE SECURITIES OF THE COMPANY DESCRIBED IN THIS PRESS RELEASE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.