NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG, SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG OR SOUTH AFRICA.
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Øystein Stray Spetalen through Ferncliff Holding AS (the “Seller”) has executed a block sale of existing shares (the “Offering”) in Arribatec Group ASA (the “Company”) through a club deal in the pre-sounding phase of the Offering.
The Seller has, through Feut AS (12,500,000 shares / 18.12%), Ferncliff Listed Dai AS (9,173,455 shares / 13.30%), and Tycoon Industrier AS (20,000 shares / 0.03%), successfully sold 21,693,455 shares in the Company in total, which is equal to approx. 31.45% of the Company’s outstanding shares, at NOK 6.50 per share, for total gross proceeds of approx. NOK 141 million.
Following completion of the Offering, the Seller directly and indirectly holds no shares in the Company. The Seller has thus fallen below the 25%, 20%, 15%, 10% and 5% disclosure thresholds.
The Company subscribed and was allocated 2,000,000 shares in the Offering. Following settlement of the Offering, the Company will hold 2,148,459 of its own shares.
The notification of allocation in the Offering will be communicated on 13 March 2026 (trade date) before 09:00 CET (T). The settlement in the Offering will take place on 17 March 2026 (settlement date) on a delivery versus payment basis (normal DVP T+2). The Offering is unconditional as of the time of notification of allocation, and the shares in the Offering will be tradeable on Oslo Børs from T.
The Seller will receive the net proceeds from the Offering. The Company will not receive any proceeds from the Offering.
Pareto Securities AS acted as sole manager and sole bookrunner in the Offering (the “Manager”).
Important Notices:
This announcement is not and does not form a part of 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 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. 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 U.S. Securities Act of 1933, as amended (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 they distributes this announcement, whether to reflect any future events or circumstances or otherwise.
Neither the Manager nor any of its respective affiliates make any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
The Manager 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.
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. Neither the Manager nor any of its respective affiliates accepts any liability arising from the use of this announcement.
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