NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), 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.

Oslo, Norway, 9 November 2020: Norwegian Property ASA ("NPRO" or the "Company") contemplates a private placement of up to 49,980,000 new shares in the Company (the "Offer Shares") at a subscription price of NOK 11.15 per share (the "Offer Price"), raising gross proceeds of up to NOK 557,277,000 (the "Private Placement") in connection with the contemplated acquisition of Snarøyveien 30 at Fornebu (the "Acquisition"). The Private Placement consists of two separate tranches; one tranche of 21,900,000 Offer Shares ("Tranche 1") and a second tranche of up to 28,080,000 Offer Shares ("Tranche 2"). All applicants will receive shares in Tranche 1, except for Geveran Trading Co Ltd. ("Geveran") who will receive allocated shares in both Tranche 2 and Tranche 1. Tranche 1 Offer Shares will be listed on the Oslo Stock Exchange once they have been issued by the Company. As such, Tranche 1 Offer Shares will be tradable from the registration of the share capital increase in the Norwegian Register of Business Enterprises. The Offer Shares in Tranche 2 will be issued on a separate ISIN and will not be tradable on the Oslo Stock Exchange until a listing prospectus has been approved by the Financial Supervisory Authority of Norway and published, expected during the first half of December 2020. Consequently, the Tranche 2 Offer Shares received by Geveran will not be tradable before said prospectus has been approved and published.

The net proceeds from the Private Placement will be used in connection with the acquisition of Snarøyveien 30 at Fornebu.

The Offer Price in the Private Placement has been set to NOK 11.15 per share, corresponding to the closing price on Oslo Børs on 9 November 2020. The application period for the Private Placement will commence today, on 9 November 2020, at 16:30 hours (CET) and close on 10 November 2020 at 08:00 hours (CET). The Company and the Manager (as defined below) may, however, at any time resolve to close or extend the application period at their sole discretion and for any reason. If the application period is shortened or extended, any dates referred to herein may be amended accordingly. Notification of allotment and payment instructions will be sent to the applicants by the Manager (as defined below) on or about 10 November 2020, subject to any shortenings or extensions of the application period.

The Private Placement is directed towards investors subject to applicable exemptions from relevant registration and prospectus requirements, (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933 (the “US Securities Act”) and (ii) in the United States to “qualified institutional buyers” (QIBs) as defined in Rule 144A under the US Securities Act, pursuant to an exemption from the registration requirements under the US Securities Act. Applicable selling restrictions will apply.

The minimum application and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allocate Offer Shares to applicants for an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, such as Regulation (EU) 2017/1129, are available.

Geveran Trading Co Ltd, has pre subscribed for and will be allocated at least their pro rata share of the Private Placement. CEO Bent Oustad has, through his company Yanka AS, pre subscribed for and will be allocated his pro rata share of the Private Placement.

The allocation of shares will be made at the sole discretion of the Company’s Board of Directors after input from the Manager. Allocation will be based on criteria such as (but not limited to), existing ownership (directly or through financial instruments) in the Company, timeliness of the application, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon. In the event of oversubscription in the Private Placement, the Company’s Board of Directors may, at its sole discretion, reject and/or reduce any applications by the applicants. There is no guarantee that any applicant will be allocated Offer Shares.

The completion of the Private Placement by delivery of Offer Shares to the applicants is conditional upon (i) the approval by the Company’s Board of Directors of the Private Placement, including resolving to issue the Offer Shares pursuant to an authorisation given by the Ordinary General Meeting on 16 April 2020, (ii) the payment of the Offer Price for the Offer Shares have been received by the Company and (iii) registration of the share capital increase in the Norwegian Register of Business Enterprises and issuance of the Offer Shares in VPS.

No subsequent offering is contemplated as a consequence of this Private Placement. As a consequence of the private placement completed on 23 August 2020, the Company contemplates to carry out a subsequent share offering of new shares, expected to commence in December 2020 at an offer price of NOK 11.30 per share directed at certain eligible shareholders as of 23 August 2020.

DNB Markets, a part of DNB Bank ASA acted as Sole Bookrunner (the "Manager") in the Private Placement.

Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in connection with the Private Placement.

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

The 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 to 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 person who is not a relevant person should not act or rely on this document or any of its contents. Any offer of securities to the public that may be deemed to be made pursuant to this communication in any member state of the European Economic Area (each an "EEA Member State") that has implemented Regulation 2017/1129 (the "Prospectus Regulation") is only addressed to qualified investors in that Member State within the meaning of the Prospectus Regulation.

The information contained in this document does not purport to be comprehensive. The Manager, its subsidiary undertakings or affiliates, or its directors, officers, employees, advisers or agents does not accept any responsibility or liability whatsoever for (whether in contract, tort or otherwise) or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this document (or whether any information has been omitted from the document) or any other information relating to the Company, its subsidiaries, affiliates or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection therewith. The Manager disclaim any responsibility for any acts or omissions of the Company, any of the Directors, or any other person in connection with the Private Placement.

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 Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement 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.