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Recreate ASA — Share Issue/Capital Change 2021
May 28, 2021
3727_dirs_2021-05-28_7bfa1a59-7f01-4d2c-b8cf-992da23dcc56.html
Share Issue/Capital Change
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R8 Property ASA: Primary insider notices
R8 Property ASA: Primary insider notices
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES, OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Porsgrunn, Norway, 28 May 2021: Reference is made to the stock exchange release by R8 Property ASA ("R8 Property" or the "Company") on 27 May 2021 regarding the successful completion of a private placement (the "Offering").
George Emil Aubert, chair of the board, was allocated 76,042 new shares at NOK 38.00 per share in the Offering through close associate Aubert Invest AS. Following completion of the Offering, George Emil Aubert will own 1,043,042 shares (through close associates Aubert Invest AS, Holta & Co AS and Sonja og Emil Auberts Legat)in the Company, equal to 4.807% ownership in the Company following the issuance of the new shares in the Offering.
Knut Bråthen, member of the board, was allocated 84,057 new shares at NOK 38.00 per share in the Offering through close associate IKAB AS. Following completion of the Offering, Knut Bråthen will own 1,876,037 shares (through close associate IKAB AS)in the Company, equal to 8.647% ownership in the Company following the issuance of the new shares in the Offering.
Christina Sundby, member of the board, was allocated 26,798 new shares at NOK 38.00 per share in the Offering through close associate Giraffa AS. Following completion of the Offering, Christina Sundby will own 41,798 shares (through close associate Giraffa AS) in the Company, equal to 0.192% ownership in the Company following the issuance of the new shares in the Offering.
Leif Oddvin Jensen, member of the board, was allocated 197,368 new shares at NOK 38.00 per share in the Offering through close associate Brødrene Jensen AS. Following completion of the Offering, Leif Oddvin Jensen will own 2,894,478 shares (through close associate Brødrene Jensen AS)in the Company, equal to 13.342% ownership in the Company following the issuance of the new shares in the Offering.
Truls Vad Fjeldberg, deputy member of the board, was allocated 7,894 new shares at NOK 38.00 per share in the Offering. Following completion of the Offering, Truls Vad Fjeldberg will own 7,895 shares in the Company, equal to 0.036% ownership in the Company following the issuance of the new shares in the Offering.
Emil Eriksrød, CEO, was allocated 179,237 new shares at NOK 38.00 per share in the Offering through close associate R8 Group AS. Following completion of the Offering, Emil Eriksrød will own 9,626,884 shares (through close associate R8 Group AS) in the Company, equal to 44.375% ownership in the Company following the issuance of the new shares in the Offering.
Please refer to the attached notifications of trading for further details.
Company in brief: R8 Property ASA is a full-service real estate company focused on the development, ownership and
management of centrally located and sustainable commercial properties.
Advisers
Arctic Securities AS and Sparebank 1 Markets AS acts as joint bookrunners in respect to the Offering and Listing (the “Managers”). Advokatfirmaet Thommessen AS acts as legal counsel to the Company and Advokatfirmaet Wiersholm AS acts as legal counsel to the Managers.
For further information, please contact:
Emil Eriksrød, CEO
+47 415 22 463
Eirik Engaas, CFO
+47 934 99 340
IMPORTANT NOTICE:
This announcement is not for distribution or release, in whole or in part, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"), Australia, Canada, the Hong Kong Special Administrative Region of the People's Republic of China or Japan, or any other jurisdiction in which the distribution or release would be unlawful.
This announcement does not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration under the US Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the US Securities Act. There will be no public offering of securities in the United States. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area nor elsewhere. With respect to any Member State of the European Economic Area (each an "EEA Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any EEA Member State. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement 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.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intend", "may", "should", "will" 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 announcement speak only as at its date and are subject to change without notice.
This announcement is made by and, and is the responsibility of, the Company. The Manager is acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.
Neither the Manager nor any of its respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is not a prospectus. No prospectus is required and no such prospectus or similar document will be published in connection with the Offering. This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Manager nor any of its respective affiliates accepts any liability arising from the use of this announcement.
Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.