Orkla ASA — Share Issue/Capital Change 2014

Sep 29, 2014

Orkla launches IPO of Gränges. Shares expected to be listed on NASDAQ OMX Stockholm 10 October

Orkla launches IPO of Gränges. Shares expected to be listed on NASDAQ OMX Stockholm 10 October

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO

THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA

Reference is made to the stock exchange announcement by Orkla on 10 September

2014 regarding the intention to list Gränges AB (publ) ("Gränges" or the

"Company") on NASDAQ OMX Stockholm and the contemplated sale of shares in

Gränges by Orkla in the form of an initial public offering (the "Offering").

Orkla has resolved to launch the Offering and expects, subject to the successful

completion of the Offering, that the shares of Gränges will be admitted to

listing on NASDAQ OMX Stockholm on 10 October 2014.

Peter A. Ruzicka, President and CEO of Orkla says:

"In accordance with Orkla's strategic priority of focusing on the branded

consumer goods sector, we now invite other investors to take part in Gränges'

continued journey. We believe that the listing of Gränges will provide improved

strategic and operational flexibility for the Company. A listing will also

enable Gränges to access the Swedish and international capital markets, which

will support the Company's continued growth and development."

The Offering in brief

* The selling shareholder is Orkla Industriinvesteringar AB, a wholly-owned

subsidiary of Orkla.

* The Offering is directed to the general public in Sweden and Norway and to

institutional investors.

* The Offering comprises 44.8 million existing shares in Gränges offered by

Orkla, corresponding to 60 per cent of the total number of shares in the

Company.

* Orkla has reserved the right to increase the Offering and sell an additional

maximum of 9.0 million shares, corresponding to 12 per cent of the total

number of shares in the Company. Further, Orkla has granted an over-

allotment option of up to 8.1 million additional shares, corresponding to up

to 15 per cent of shares in the Offering (approximately 11 per cent of total

number of shares in the Company).

* If Orkla decides to increase the Offering in full and if the over-allotment

option is fully exercised, the Offering will comprise a total of 61.8

million shares, corresponding to approximately 83 per cent of the total

number of shares in the Company.

* The final price in the Offering is expected to be set within the range of

SEK 42 - 50 per share (the "Offering price"), corresponding to a market

value of all shares issued by Gränges of approximately SEK 3.1 - 3.7

billion. The Offering price is expected to be announced on 10 October 2014.

* A prospectus with full terms and conditions has been published today 29

September 2014 on Orkla's website www.orkla.com and Gränges' website at

www.granges.com.

For further information regarding the Offering, please see the attached press

release issued by Gränges.

Indicative timetable

30 September - 8 October 2014 Application period for the general public in

Sweden and Norway

30 September - 9 October 2014 Book building process for institutional

investors

10 October 2014 Announcement of the final offering price

10 October 2014 First day of trading on NASDAQ OMX Stockholm

14 October 2014 Settlement

Norwegian and Swedish shareholders in Orkla registered in the share ledger as

per 25 September 2014 applying for shares in the retail offering may be given

preferential treatment in the allocation process. The general public in Norway

may only apply for shares in the Offering through Nordnet (www.nordnet.no). For

further information about the application procedure, reference is made to the

prospectus and the application forms.

Carnegie and SEB are acting as Joint Global Coordinators and Joint Bookrunners

in connection with the Offering. Danske Bank and Handelsbanken Capital Markets

are also acting as Joint Bookrunners.

Orkla ASA,

Oslo, 29 September 2014

For further information, please contact:

Rune Helland, SVP Investor Relations

Tel: +47 97 71 32 50

ABOUT GRÄNGES

About Gränges

Gränges is a leading global supplier of rolled products for brazed aluminium

heat exchangers used primarily in automotive applications. The Company develops,

produces and markets materials that enhance both the production economy during

the customer manufacturing process as well as the performance of the final

products, the brazed heat exchangers. Gränges' vision is to help create smaller,

lighter and more designable heat exchangers to increase economic efficiency and

reduce environmental impact. Gränges operates through three geographical

regions: Europe, Asia and Americas with production, research and development in

Finspång, Sweden, and Shanghai, China. Through sales and technical support

offices in the U.S., India, Japan, South Korea and an agent in Brazil, the

Company serves customers worldwide. Gränges has a global leading position in its

market niche with an estimated total market share of approximately 20 per cent.

A short summary of Gränges' financial performance is provided below.

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H1 2014 H1 2013 2013 2012

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Net sales (SEKm) 2,333 2,473 4,642 4,946

Sales volume (ktonnes) 83.1 81.8 158.6 151.7

Adjusted operating profit 1 (SEKm) 254 189 371 362

Adjusted operating profit margin (%) 10.9% 7.6% 8.0% 7.3%

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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO

THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA

DISCLAIMERS

This announcement is not an offer to buy any securities issued by Gränges AB

(publ) (the "Company") in any jurisdiction where such offer or sale would be

unlawful.

In any EEA Member State, other than Sweden and Norway, that has implemented

Directive2003/71/EC as amended (together with any applicable implementing

measures in any member State, the "Prospectus Directive"), this communication is

only addressed to and is only directed at qualified investors in that Member

State within the meaning of the Prospectus Directive.

This document and the information contained herein are not for distribution in

or into the United States of America. This document does not constitute an offer

to sell, or a solicitation of an offer to purchase, any securities in the United

States. Any 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 within the United States absent

registration or an applicable exemption from, or in a transaction not subject

to, the registration requirements of the Securities Act. There is no intention

to register any securities referred to herein in the United States or to make a

public offering of the securities in the United States.

In the United Kingdom, this document and any other materials in relation to the

securities described herein is only being distributed to, and is only directed

at, and any investment or investment activity to which this document relates is

available only to, and will be engaged in only with, "qualified investors" (as

defined in section 86(7) of the Financial Services and Markets Act 2000) and who

are (i) persons having professional experience in matters relating to

investments who fall within the definition of "investment professionals" in

Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling

within Article 49(2)(a) to (d) of the Order (all such persons together being

referred to as "relevant persons"). Persons who are not relevant persons should

not take any action on the basis of this document and should not act or rely on

it.

Any offering of securities will be made by means of a prospectus that may be

obtained from the issuer or selling security holder and that will contain

detailed information about the Company and management, as well as financial

statements. This document is an advertisement and not a prospectus for the

purposes of the Prospectus Directive.  Investors should not subscribe for any

securities referred to in this document except on the basis of information

contained in the prospectus.

Matters discussed in this release may constitute forward-looking statements.

Forward-looking statements are statements that are not historical facts and may

be identified by words such as "believe," "expect," "anticipate," "intends,"

"estimate," "will," "may," "continue," "should" and similar expressions.  The

forward-looking statements in this release are based upon various assumptions,

many of which are based, in turn, upon further assumptions.  Although the

Company believes that these assumptions were reasonable when made, these

assumptions are inherently subject to significant known and unknown risks,

uncertainties, contingencies and other important factors which are difficult or

impossible to predict and are beyond its control.  Such risks, uncertainties,

contingencies and other important factors could cause actual events to differ

materially from the expectations expressed or implied in this release by such

forward-looking statements.

The information, opinions and forward-looking statements contained in this

release speak only as at its date, and are subject to change without notice.

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

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1. Operating profit adjusted for other income and expenses.

This information is subject of the disclosure requirements acc. to §5-12 vphl

(Norwegian Securities Trading Act)

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