Reference is made to the notice of extraordinary general meeting in Norwegian Property ASA dated 10 June 2009 and the press releases dated 9 and 10 June 2009 regarding the private placement and the possible subsequent offering.

 

The board will propose to conduct a subsequent repair offering of up to NOK 300 million i.e. 50 million New Shares (the "Subsequent Offering"). The purpose of the Subsequent Offering is to, as far as possible, enable those who were not invited to participate in the private placement to maintain their relative shareholding in the company and to increase equity by up to NOK 300 million.

 

Shareholders of the company as of 10 June 2009 (the "record date") who were not offered to participate in the private placement will be given a preferential right of allocation in the Subsequent Offering ("preference rights"). Accordingly, from 11 June 2009 the shares in Norwegian Property traded exclusive of the right to preferred allocation in the Subsequent Offering.

 

Oversubscriptions and subscription not based on preference rights will be allowed, however there will be no guaranteed allocation for subscriptions not based on preference rights. Preference rights will be non-transferable and non-tradable and will only serve as an instrument for the allocation process in connection with the Subsequent Offering.

 

The subscription price in the Subsequent Offering will be the same as in the private placement - NOK 6 per share.

 

The subscription price was determined through a book building process conducted by Arctic Securities ASA, Pareto Securities AS and Pareto Private Equity AS as Managers for the private placement.

 

The subscription period (assumed to be approximately 10 days) in the Subsequent Offering is expected to start around mid August, during the last part of the creditor notice period for the write-down of the par value of the Company's shares from NOK 25 to NOK 0.5. Reference is made to stock exchange notice from the Company dated 9 and 10 June for details on the par value write-down.

 

A prospectus for the Subsequent Offering and the listing of the shares to be issued in connection with the private placement will be published prior to start of the subscription period in the Subsequent Offering. Detailed allocation principles and other terms of the Subsequent Offering will be described in this prospectus.

 

Settlement for shares subscribed in the Subsequent Offering will take place after the expiry of the creditor period and any objections from creditors have been settled. Delivery of shares in the Subsequent Offering is expected to be around the same time as delivery of shares in the private placement - expected on or about 31 August 2009.

 

The Subsequent Offering is conditional upon the approval by the EGM and subsequent completion of the private placement. Reference is made to stock exchange notice from the company dated 9 and 10 June for further details on the conditions.

 

In the event that the par value write-down and share capital increase in connection with the private placement is not registered in the Norwegian Register of Business Enterprises on or before 30 September 2009, then the private placement and the Subsequent Offering will be terminated and new shares will not be issued

 

For further information, please contact:

 

Mari Thjømøe, CFO, tel. +47 90 777 824

 

The contents of this announcement have been prepared by and are the sole responsibility of Norwegian Property. The Managers are acting exclusively for Norwegian Property and no one else and will not be responsible to anyone other than Norwegian Property for providing the protections afforded to their respective clients, or for advice in relation to the contemplated private placement and possible subsequent offering, the contents of this announcement or any of the matters referred to herein.

 

The distribution of this announcement and other information in connection with the private placement and the possible subsequent offering 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.

This announcement may not be used for, or in connection with, and does not constitute, any offer to sell, or an invitation to purchase, any securities. The private placement and the possible subsequent offering will not be made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful.

 

This announcement is not an offer to sell or the solicitation of any offer to buy any Norwegian Property shares or other securities of Norwegian Property (the Securities) in the United States, nor shall there be any sale of the Securities in any state thereof in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The Securities may only be offered and sold in the United States pursuant to an effective registration statement filed with the United States Securities and Exchange Commission or pursuant to an exemption from the registration and prospectus delivery requirements of the United States Securities Act of 1933, as amended.  Any public offering of the Company's securities in the United States will be made only by means of a prospectus that may be obtained from the Company and that will contain detailed information about the Company and management, as well as financial statements and other information relevant to investors

 

The Norwegian Property shares have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan and may not be offered or sold within Australia, Canada or Japan.

 

In the United Kingdom, this announcement is directed only at persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the Financial Promotion Order), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations etc) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated. This announcement is directed only at such persons and must not be acted on or relied on by persons in the United Kingdom who are not such persons. Any investment or investment activity to which this announcement relates is available in the United Kingdom only to such persons and will be engaged in only with such persons and no other persons in the United Kingdom should rely or act upon this announcement.

 

All investment is subject to risk. The value of the Norwegian Property shares may go down as well as up. Past performance is no guarantee of future returns. Potential investors are advised to seek expert financial advice before making any investment decision.