Secondary placement of existing shares in Vår Energi ASA successfully completed
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES AND THE SECURITIES REFERRED TO HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT; ANY PUBLIC OFFERING OF SUCH SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE COMPANY, WHICH WOULD CONTAIN DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.
Stavanger, 22 September 2023:
Reference is made to the stock exchange notice published on 21 September 2023 regarding a potential secondary placement of existing ordinary shares (the “Shares”) in Vår Energi ASA (“Vår Energi” or the “Company”) by Point Resources Holding AS (the “Seller”). The Seller is the investment holding company consolidating the interests of various funds and co-investment vehicles managed by or advised by HitecVision.
The Seller has successfully sold 157,273,594 Shares in the Company (the “Sale Shares”), representing approximately 6.3% of the Shares outstanding in the Company, at NOK 29 per share (the “Offering”).
The Offering attracted strong interest and was multiple times oversubscribed. On this basis, the Offering was upsized from approx. 142.3 million Shares to 157,273,594 Shares.
Following completion of the Offering, the Seller holds 359,459,678 Shares in the Company, representing approximately 14.4% of the outstanding Shares and votes. As a result of the Offering, the free float in the Company will increase from approximately 16.3% to approximately 22.6%. The Offering is unconditional as of the time of allocation, and the Sale Shares will be tradeable upon allocation as from 22 September 2023. Settlement will take place on a delivery versus payment basis on 26 September 2023.
In connection with the Offering, the Seller has entered into a customary 90-day lock-up commitment with the Joint Global Coordinators for the remaining shares in Vår Energi the Seller holds, subject to certain carve-outs, including the sale or transfer of shares by the Seller to one or more of its affiliates, shareholders or direct or indirect equity investors, provided that such purchasers or transferees enter into lock-up agreements on substantially equivalent terms to Seller’s lock-up.
Advokatfirmaet Schjødt AS acted as Norwegian legal counsel to the Seller and Latham & Watkins (London) LLP acted as international legal counsel to the Seller. Advokatfirmaet BAHR AS acted as Norwegian legal counsel to the Managers, and Linklaters LLP acted as international legal counsel to the Managers.
The Offering has not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and will be made pursuant to applicable exemptions from the obligation to publish a prospectus in Norway as well as exemptions from the U.S. Securities Act and the securities laws of other applicable jurisdictions.
This announcement is not and does not form a part of a prospectus or any offer to sell, or a solicitation of an offer to purchase, any securities of the Company.
The distribution of this announcement and other information may be restricted by law in the United States of America or in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Accordingly, this announcement is not for public release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), except to “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be registered under the Securities Act, and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the Offering or its securities in the United States or to conduct a public offering of securities in the United States.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129, as amended, together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are “qualified investors” within the meaning of the Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 and that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Seller believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond their control. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements.
Except for any ongoing obligation to disclose material information as required by the applicable law, the Seller does not have any intention or obligation to publicly update or revise any forward-looking statements after distribution of this announcement, whether to reflect any future events or circumstances or otherwise.
None of the Company, Seller, the Managers or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, the Seller, 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 announcement or its contents or otherwise arising in connection therewith.
Each of the Managers is acting for the Seller only in connection with the Offering and no one else, and will not be responsible to anyone other than the Seller for providing the protections offered to clients nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.
In connection with the Offering, the Managers and their respective affiliates may take up a portion of the Shares offered in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Shares and other securities of the Company or related investments in connection with the Offering or otherwise. In addition, the Managers and their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Managers and their respective affiliates may from time to time acquire, hold or dispose of Shares of the Company. Certain of the Managers or their affiliates may be lenders and/or agents under lending facilities with the Seller and may receive a portion of the net proceeds of the Offering to repay amounts outstanding under such facilities. The Managers do not intend to disclose the extent of any such investment or transactions, other than in accordance with any legal or regulatory obligations to do so.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance. None of the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.