Announcements
NPRO: Approval and publication of prospectus
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, 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
Reference is made to the stock exchange announcement from Norwegian Property ASA (the "Company") on 23 August 2020, regarding key information relating to a potential subsequent offering, and 9 November 2020 regarding completion of the NOK 557 million private placement.
The Financial Supervisory Authority of Norway (Nw. Finanstilsynet) has today, on 27 November 2020, approved the Company's prospectus (the "Prospectus") prepared in connection with (i) the subsequent offering and listing of up to 2,492,143 new shares in the Company, each with a par value of NOK 0.5, at a subscription price of NOK 11.30 per share (the "Subsequent Offering"), and (ii) the listing of 28,080,000 Shares issued by the Company in tranche 2 of the Private Placement that was completed on 9 November 2020 (the "Tranche 2 Shares").
The Prospectus will be published today and will, subject to applicable local securities laws, be available at www.dnb.no/emisjoner.
Following the publication of the Prospectus, the Tranche 2 Shares will be transferred to the Company's ordinary ISIN NO0010317811, and will be listed and tradable on Oslo Stock Exchange. The Tranche 2 Shares are expected to be listed and tradable on 30 November 2020.
The subscription period for the Subsequent Offering will commence on Monday 30 November 2020 at 09:00 CET and further information will be provided prior to commencement of the Offer Period.
For further information, please contact:
Bent Oustad, CEO, mob: +47 4801 6082, e-mail: bo@npro.no
Haavard Rønning, CFO, mob. +47 400 200 19, e-mail: hr@npro.no
IMPORTANT INFORMATION
This release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act.
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 Australia, Canada, Japan or the United States.
Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus, if a prospectus is published. Copies of any such prospectus will, following publication, be available on the website of DNB Markets, a part of DNB Bank ASA (www.dnb.no/emisjoner) (the "Manager").
The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Manager assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Manager is acting for the Company and no one else in connection with the offering and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the offering and/or any other matter referred to in this release.
Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.