Scana — Capital/Financing Update 2015

Jun 11, 2015

Scana Industrier ASA - Approved prospectus, subscription period and listing of subscription rights

Scana Industrier ASA - Approved prospectus, subscription period and listing of subscription rights

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

Reference is made to announcements from Scana Industrier ASA (the "Company")

regarding completion of a partly underwritten rights issue directed towards

shareholder in the Company (the "Rights Issue").

The Financial Supervisory Authority of Norway has today approved a prospectus

for the offering and listing of up to 1,000,000,000 new shares at a subscription

price of NOK 0.10 per new share with tradable subscription rights. Subject to

applicable local securities laws, the prospectus as well certain other relevant

information in connection to the Rights Issue will be sent by mail to

shareholders registered in the Companys shareholder register in the VPS on 29

May 2015. The Prospectus will also be made available on the Companys website

www.scana.no and on www.paretosec.com.

The subscription period in the Rights Issue commences 15 June 2015 and expires

29 June 2015 at 16:30 CET. The shares to be issued are expected to be delivered

to investors and be tradable on or about 10 July 2015 following the registration

of the share capital increase and write down of the nominal value.

The Companys shareholders as of 27 May 2015 (as registered in the Companys

shareholder register in the VPS on 29 May 2015) who are not resident in a

jurisdiction where such offering would be unlawful, or (in jurisdictions other

than Norway) would require any prospectus filing, registration or similar

action, will receive approximately 13.31233 subscription rights for each share

that they own in the Company on the above-mentioned date. The number of

subscription rights issued to each shareholder has been rounded down to the

nearest whole subscription right. The holders of subscription rights will be

entitled to subscribe for and be allocated one (1) new share for every (1)

subscription right held. Oversubscription and subscription without subscription

rights is permitted.

The subscription rights will be fully tradable and listed on the Oslo Stock

Exchange with ticker code "SCI T" in the period from 15 June to 25 June 2015.

The subscription rights are, based on recent trading, expected to have a

financial value as the Companys shares are currently traded at a higher price

than the subscription price. Subscription rights that have not been sold prior

to the expiry of the trading period for the subscription rights or that have

been used to subscribe for shares prior to the expiry of the subscription period

will lapse and no longer have any value for the holders.

Shareholders who do not exercise their subscription rights will have their

ownership percentage significantly diluted.

New shares may be subscribed by investors who are not resident in a jurisdiction

where such offering would be unlawful, or for jurisdictions other than Norway

which would require any filing, registration or similar action. Regarding

further restrictions in respect of who may be allocated or permitted to acquire

or exercise subscription rights / subscribe for new shares, reference is made to

Section 13 "Restrictions on sale and transfer" in the prospectus.

An underwriting syndicate consisting of the shareholders Camar AS, Leif Inge

Sletthei AS, Stolen AS, Krefting AS, International Oilfield Services AS and MP

Pensjon PK as well as Kjetil W. Gulliksen and Kristian Falnes has guaranteed for

the Rights Issue up to NOK 50 million and will receive an underwriting

commission of 3% of the underwriting obligation. The underwriters obligation is

subject to certain customary conditions, inter alia final and valid resolutions

being approved by the Company and term sheet for the refinancing of the Company

having been approved by the banks. Section 10-4 third subsection of the

Norwegian Public Limited Liability Companies Act is deviated from regarding

allocation to participants in the underwriting syndicate.

In the unlikely event that the conditions for the underwriting are not satisfied

or waived by the underwriters, the underwriting agreement may be terminated and

the Rights Issue will be limited to the number of shares subscribed during the

subscription period. The underwriting agreement is described in section 5.2.3 of

the prospectus.

Pareto Securities AS is acting as financial adviser and manager and

Advokatfirmaet Schjødt AS is acting as legal adviser.

For further information please contact:

Mr. Jan H Melhus, CEO Scana Industrier ASA, Mobile: +47 901 67 010

Mr. Kjetil Flesjå, CFO Scana Industrier ASA, Mobile: +47 900 41 213

- - -

This release does not constitute or form part of an offer or solicitation to

purchase or subscribe for securities in the United States. The securities

referred to herein may not be offered or sold in the United States absent

registration or an exemption from registration as provided in the U.S.

Securities Act of 1933, as amended. The Company does not intend to register any

portion of the offering of the securities in the United States or to conduct a

public offering of the securities in the United States. Copies of this

announcement are not being made and may not be distributed or sent into the

Australia, Canada, Japan or the United States.

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

(Norwegian Securities Trading Act)

[HUG#1927877]