Reference is made to the press release dated 9 June 2009 regarding the contemplated private placement in Norwegian Property ASA ("Norwegian Property" or the "Company"). The Board of directors of Norwegian Property has today resolved to propose to the Company's general meeting to be held on or about 24 June 2009 to issue a total of 201,635,416 New Shares to a price of NOK 6.00 per share, giving gross proceeds of NOK 1,2 billion (the "Private Placement"). The subscription price was determined through a bookbuilding process conducted by Arctic Securities ASA, Pareto Securities AS and Pareto Private Equity AS as Managers for the Private Placement. Furthermore, the Board of Directors has resolved to propose to the general meeting to write-down the par value of the Company's shares from NOK 25 to NOK 0.5 by transfer of the reduction amount from share capital to other equity.

 

The proceeds of the Private Placement will be used for repayment of debt in order to strengthen the balance sheet and improve covenant ratios.

 

The subscribers will be notified of their conditional allocation today.

 

The Private Placement is conditional upon the extraordinary general meeting in the Company to resolve to write-down the par value of the Company's shares and approving the Private Placement, the registration of the share capital decrease and the credit committees of the key banks approving the amendments to the Company's loan agreements (see below).

A listing prospectus will be prepared in connection with the listing of the new shares on Oslo Børs.

 

The new shares to be issued in the Private Placement will not be issued or tradable until (i) the share capital increase has been resolved by the EGM; (ii) the shares have been fully paid; (iii) the creditor period connected to the write-down of the par value has expired and any objections from creditors have been settled; (iv) the share capital increase has been registered in the Norwegian Register of Business Enterprises and the VPS; and (v) a listing prospectus has been approved and published.

 

In addition to proposing the Private Placement, Norwegian Property has negotiated with its key banks potential amendments and changes to the current loan agreements. Several amendments with respect to inter alia covenants and repayment dates for the respective loan agreements have been achieved including, but not limited to (i) securing an extention of the remaining OPAS facility from October 2010 to June 2012; (ii) refinancing of the SEK 565 million stand-alone facility maturing in September 2009 for three years to 2012; (iii) secured available financing to repay 2nd priority bond loan maturing March 2010; and (iv) obtained waivers for LTV and ICR covenants on the "NOK 11,000 million Term Loan and Revolving Credit Facility" and "Oslo Property AS NOK 1,700 million Multicurrency Acquisition and Guarantee Facility Agreement" level up to and including Q2 2011. The Private Placement is conditional upon the credit committees in the key banks approving the amendments without any material changes. In the event that this condition is not fulfilled within 30 June 2009, the share capital increase will be cancelled.

 

Payment for the New Shares shall be made on or about 29 June 2009 following a resolution from the Company's EGM. As previously announced, the delivery of shares will take place after the expiry of the creditor notice period, expected to end on or about 31 August 2009. If the write-down of the par value and the share capital increase have not been registered within 30 September 2009, the share capital increase will be cancelled.

 

The Board of Directors of the Company will propose to conduct a subsequent repair offering of up to 50 million New Shares at the price of NOK 6.00 for the shareholders as of 10 June 2009 who were not offered to participate in the Private Placement in order to enable them to maintain their relative shareholding in the Company (the "Subsequent Offering"). The timing and conditions for the Subsequent offering will be announced as soon as practically possible. As of tomorrow Thursday 11 June, the shares in Norwegian Property will be traded without the right to participate in the Subsequent Offering.

 

Norwegian Property ASA is listed on Oslo Børs (ticker NPRO) and is a property investment company holding the largest portfolio of high quality office assets (CBD) with blue-chip tenants in Norway. Norwegian Property also fully owns Norgani Hotels, which is the leading Nordic hotel property owner and the 5th largest in Europe. For more information, please refer to www.norwegianproperty.no.

 

For further information, please contact

 

Tormod Hermansen, Chairman of the Board, tel. +47 91 705 220

Petter Jansen, CEO, tel. +47 90 098 728

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.