NOT FOR GENERAL RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
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Vis børsmeldingen
15 September 2026
Contemplated secondary placement of existing shares in B2 Impact ASA (“B2 Impact” or the “Company”)
Nevedal Invest AS (the “Seller”), ultimately controlled by Searchlight Capital Partners, L.P. and Gulen Invest AS, is currently contemplating a sale of approximately 26.0 million existing ordinary shares in B2 Impact (the “Placing Shares”), representing approximately 7.0% of B2 Impact’s issued share capital. The Placing Shares will be offered through a placing to eligible institutional and other professional investors by means of an accelerated bookbuild (the “Placing”). Arctic Securities AS (“Arctic Securities”) and Deutsche Bank AG (“Deutsche Bank”) are acting as Joint Bookrunners (together referred to as the “Joint Bookrunners”) in connection with the Placing.
The price per Placing Share will be determined through the accelerated bookbuild process at an indicative price range of between NOK 23.35 to 24.00 per share. The Placing will be denominated in NOK. The Seller reserves the right, at its sole discretion, to sell no Placing Shares at all.
The bookbuilding period will commence with immediate effect following this announcement (15 September 2026) and is expected to close before 08:00 CEST on 16 September 2026 (T). The Placing will be unconditional as of the time of allocation. The Placing Shares will be unconditional as of the time of allocation. The Placing Shares will be tradeable upon allocation and settlement of the Placing will be conducted on a delivery-versus-payment basis (DVP T+2). The Joint Bookrunners may, in their sole discretion, extend, shorten or close the bookbuilding period at any time and for any reason without notice. If the bookbuilding period is extended, shortened or closed, the other dates referred to herein may be changed accordingly. A further announcement will be made as soon as practicable following the completion of the bookbuild and pricing of the Placing.
The Seller currently owns 89.7 million ordinary shares in the Company, representing approximately 24.2% of the total outstanding shares and voting rights in the Company. Following completion of the Placing, it is expected that the Seller will hold approximately 63.7 million ordinary shares in the Company, representing approximately 17.2% of the total outstanding shares and voting rights, in respect of which the Seller has entered into a lock-up commitment (subject to customary exceptions and waivers) for a period ending 90 days following settlement of the Placing.
The Seller will receive the net proceeds from the Placing. The Company is not a party to the Placing and will not receive any proceeds from the Placing.
The Placing will be made pursuant to applicable exemptions form the obligation to publish a prospectus in Norway as well as exemptions for the securities laws of other applicable jurisdictions. The minimum order and allocation in the Placing have been set to the NOK equivalent of EUR 100,000. The Joint Bookrunners may, however, offer and allocate an amount below the NOK equivalent of EUR 100,000 in the Placing to the extent exemptions from prospectus requirements, in accordance with Regulation (EU) 2017/1129, are available.
Advokatfirmaet Schjødt AS is acting as Norwegian legal counsel and Paul Weiss Rifkind, Wharton & Garrison LLP is acting as U.S. legal advisor to the Seller in connection with the Placing.
For further information, please contact your respective stockbroker contact or:
Arctic Securities +47 21 01 30 70
Deutsche Bank +44 (0) 20 7545 8000
IMPORTANT NOTICE
The publication or distribution or release of this announcement and the Placing of the Placing Shares as set out in this announcement in certain jurisdictions may be restricted by law. This announcement is for information purposes only and shall not constitute or form part of an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. No action has been taken that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
Members of the general public are not eligible to take part in the Placing. The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States unless the Placing Shares are registered under the Securities Act, or unless offered or sold in a transaction exempt from the registration requirements of the Securities Act. The Issuer of the Placing Shares has not registered, and does not intend to register, any portion of the Placing or the Placing Shares in the United States and does not intend to conduct a public offering of the Placing Shares in the United States. The Placing Shares are being offered and sold (i) within the United States only to “qualified institutional buyers” (as defined in rule 144A under the Securities Act) in reliance on Rule 144A or another exemption from registration under the Securities Act and (I) outside the United States in reliance on Regulation S under the Securities Act.
This announcement and any offer of securities to which it relates are only addressed to and directed at (1) in the United Kingdom and in any member state of the European Economic Area, persons who are qualified investors in such member state within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) (the “Prospectus Regulation”) or in the United Kingdom within the meaning of the Prospectus Regulation as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 (“Qualified Investors”); and (2) in the United Kingdom, Qualified Investors who (a) are persons who have professional experience, knowledge and expertise in matters relating to investments and qualifying as “investment professionals” for the purposes of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons being referred to as “relevant persons”) and (b) only in circumstances falling within the circumstances set out in Part 1 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (the “POATRs”) (including, amongst other circumstances, the fact that the Placing Shares which are the subject of the Placing are offered subject to a minimum subscription amount per UK Applicant equivalent to at least GBP 100,000). The information regarding the Placing set out in this announcement must not be acted on or relied on by persons in the European Economic Area who are not Qualified Investors or by persons in the United Kingdom who are not relevant persons. Any investment or investment activity to which this announcement relates is available in the European Economic Area only to Qualified Investors and in the United Kingdom only to relevant persons and will be engaged in only with such persons. In particular, this announcement does not constitute or form part of any offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire, or subscribe for any securities in any jurisdiction into which such offer or solicitation would be unlawful.
No offer and sale of Placing Shares is or will be made in Canada, except to persons who are: (a) an “accredited investor” within the meaning of Section 1.1 of National Instrument 45-106 - Prospectus Exemptions (“NI 45-106”) of the Canadian Securities Administrators or subsection 73.3(1) of the Securities Act (Ontario) (the “OSA”), as applicable, and is either purchasing the Placing Shares as principal for its own account, or is deemed to be purchasing the Placing Shares as principal for its own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (b) such person was not created or used solely to purchase or hold the Placing Shares as an accredited investor under NI 45-106; (c) a “permitted client” within the meaning of National Instrument 31-103 -Registration Requirements, Exemptions and Ongoing Registrant Obligations (“NI 31-103”) of the Canadian Securities Administrators; and (d) entitled under applicable Canadian securities laws to purchase the Placing Shares without the benefit of a prospectus under such securities laws.
The offer and sale of securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, Japan or South Africa. Subject to certain exceptions, the Placing Shares referred to herein may not be offered or sold in Australia, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Japan or South Africa. No public offering of the securities referred to herein is being made in the United Kingdom, the United States, Australia, Canada, Japan, South Africa or any other jurisdiction. No prospectus or offering document has been or will be prepared in connection with the Placing.
The publicly available information of the Company is not the responsibility of, and has not been independently verified by, the Seller, Arctic Securities or Deutsche Bank, or any of their respective affiliates (as such term is defined under Rule 501(b) of Regulation D of the Securities Act) (each, an “Affiliate”). The information contained in this announcement is for background purposes only and does not purport to be full or complete. In connection with the Placing, Arctic Securities or Deutsche Bank or any of their Affiliates may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Arctic Securities, Deutsche Bank or and any of their Affiliates acting as investors for their own accounts. Arctic Securities and Deutsche Bank 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. Arctic Securities and Deutsche Bank are acting for the Seller in connection with the Placing and no-one else and will not be responsible to anyone other than the Seller for providing for providing advice in relation to the Placing or any other matter referred to in this announcement. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Arctic Securities or Deutsche Bank or by any of their Affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Company’s securities. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Acquiring Placing Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Past performance is no guide to future performance and persons needing advice should consult an independent financial advisor. This announcement does not represent the announcement of a definitive agreement to proceed with the Placing and, accordingly, there can be no certainty that the Placing will proceed. The Seller reserves the right not to proceed with the Placing or to vary the terms of the Placing in any way.
Kilde
