Meldinger
NPRO: Approved prospectus for the Subsequent Offering
11.08.2009
Oslo, 11 August 2009
Reference is made to the stock exchange notice dated 10 August 2009 regarding the planned subsequent offering of shares in Norwegian Property ASA ("NPRO", "Company" or "Norwegian Property"") and the press-release sent from Oslo Børs ASA ("Oslo Børs") today regarding the approved prospectus.
As previously announced, the Subsequent Offering will consist of up to 50,000,000 Subsequent Offering Shares with preferred allocation to Eligible Shareholders at a subscription price of NOK 6.00 per Share (equalling the price set in the Private Placement), raising up to NOK 300 million in gross proceeds.
Eligible Shareholders will be given a preferred right to allocation of 0.5 Subsequent Offering Shares per Share owned as per 10 June 2009 (record date). NPRO will issue 0.5 non-transferable subscription rights to Eligible Shareholders per share owned as per record date. One (1) subscription right will give the right to be allocated one (1) new Subsequent Offering Share. However, over-subscription is allowed and will to the extent all Eligible Shareholders do not utilise the said pre-emptive right be subject to pro rata allocation among Eligible Shareholders who have oversubscribed. Subscription by other than Eligible Shareholders and without subscription rights are allowed, and to the extent the Subsequent Offering is not fully subscribed by Eligible Shareholders, allocation will be made to other Subscribers not being Eligible Shareholders, at the Board's discretion. Please note that the non-transferable subscription rights must be used for subscription of Subsequent Offering Shares during the subscription period. After the expiry of the subscription period, the non-transferable subscription rights will have no value, and will be deleted from its registration in the VPS.
The Subscription Period will commence on 12 August 2009 and end on 24 August 2009 17:30 hours (CET). Allocation of Subsequent Offering Shares is expected to be mailed on or about 26 August 2009. Payment for the subscribed and allotted shares must be made on 1 September 2009 at the latest. Given timely payment by all subscribers, it is expected that the new Subsequent Offering Shares will be delivered to the subscribers on or about 7 September 2009.
The Company has prepared a prospectus dated 10 August 2009 which is approved by Oslo Børs. The prospectus contains detailed information of the Subsequent Offering, the completed Private Placement in addition to updated information regarding Norwegian Property. The prospectus will be available and free of charge at Norwegian Property's and the Managers' websites and offices. The prospectus including the subscription form will also be sent by regular mail to all Eligible Shareholders and to subscribers in the Private Placement who are not restricted to receive this document by any law or regulation.
Arctic Securities ASA, Pareto Securities AS and Pareto Private Equity AS are managers of 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
Mari Thjømøe, CFO, tel. +47 90 777 824
Sigmund Sletvold, Acting IRO, tel. +47 977 43 143
Important Notices
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 private placement and 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 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 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. 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.