The Offer Period will run from and including 30 August 2007 to and including 12 September 2007 at 16:30 (Norwegian time). The Offer Price is NOK 82.50 per share and there are three settlement options:

 

1. NOK 82.50 per share in cash; or
2. NOK 65.074858 per share in cash and .2489306 new Norwegian Property shares at a subscription price of NOK 70 per share; or
3. A combination of minimum cash and maximum new shares in Norwegian Property ASA. (up to 100 % settlement in shares).

The Private Placement (share component) will be limited to 9,851,280 shares (NOK 689,589,600) at a subscription price of NOK 70 per Norwegian Property share and will be offered to all shareholders of Norgani Hotels in proportion to their current shareholding. The Private Placement is fully guaranteed by a consortium of larger Norgani Hotels shareholders

 

Completion of the Offer to acquire Norgani Hotels Shares is subject to the satisfaction of all the conditions set out below:

 

(i) That the Offeror has obtained acceptances of the Offer representing more than 90 % of the Shares and votes in the Company;

 

(ii) that all necessary public and private approvals/concessions and clearances have been obtained on terms acceptable to the Offeror;

 

(iii) that the operations of the Company between announcement and completion of the Offer have been conducted in the ordinary course of business and in all material aspects in accordance with applicable laws, regulations and decisions of any governmental body, and that the Company prior to completion of the Offer does not undertake any share capital increases, proposals to shareholders for merger, payment of dividend, issuance of convertible securities, options to acquire shares, or any other change of its capital or corporate structure, or sale or disposal of material assets, a material acquisition, or a material increase in liabilities;

 

(iv) that prior to the completion of the Offer there are no actions, changes, events, violations, circumstances, information or effects that are or are reasonably expected to become, materially adverse to the value, business, assets (including intangible assets), liabilities, capitalization, financial conditions or results or operations of the Company, nor that the acquisition of or value of the shares in the Company is rendered partially or wholly impossible or significantly changed or impended as a result of legislation, regulation, change of control, any decision of court or public authority, or other comparable measures, including actions by the Company or any third party, beyond the Offeror's control; and

 

(v) On 28 August 2007 an Extraordinary General Meeting in Norwegian Property resolved that Norwegian Property will carry out a rights offering in October 2007 raising gross proceeds of NOK 810,000,000 as part of the long term financing of the Offer (the "Rights Offering). The Rights Offering has been fully guaranteed by a consortium of underwriters. The subscription price shall be equal to the volume weighted average of the company's share price in the period from 24 September 2007 up to and including 26 September 2007, less a rebate of 10 %. The subscription price must, in accordance with the proposal from the board, be between the range between NOK 50 to NOK 90 if the rights issue shall be carried out. Settlement of the subscription price in such price range is a condition for completion of the Offer.

 

In order to accept the Offer the Form of Acceptance must be received by the Receiving Agent by 12 September 2007 at 16:30 (Norwegian time) at the address below by means of post, delivery or fax:

 

SEB Enskilda ASA
Filipstad Brygge 1
P.O. Box 1363 Vika
0113 Oslo
Norway
Tel:       +47 21 00 85 00
Fax:      +47 21 00 89 62

 

Settlement will take place no more than seven business days following announcement that all the conditions of the Offer have been met or waived. Norwegian Property expects that the conditions for the completion of the Offer will be met before 27 September 2007, however, no guarantee can be made. The Settlement Date is expected to be on or about 28 September 2007.

 

The Offer Document and Acceptance Form can be obtained from:

Norwegian Property ASA, Tel: + 47 22834020,  Fax: + 47 22834021, www.npro.no

SEB Enskilda, Tel: + 47 21008510, Fax: +4721008962, www.sebenskilda.no