Artec Holding AS (the “Seller” or “Artec Holding”) has today sold 2,000,000 shares in Endúr ASA (the “Company” or “Endúr”), representing 5.42 per cent of the share capital in the Company, at a price per share of NOK 54.5 for a total transaction size of NOK 109 million (the “Placing”). The shares were sold through a process managed by SpareBank 1 Markets AS (the “Manager”).
Prior to the Placing, Artec Holding holds 8,598,313 shares in Endúr, representing approx. 23.31 per cent of the Company’s share capital and voting rights. After the placing, Artec Holding holds 6,598,313 shares in Endúr, representing approx. 17.89 per cent of the share capital and voting rights in the Company. The Seller’s shareholding in the Company has thus, through the Placing, fallen below the 20 per cent disclosure threshold.
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The Seller is represented on the Company’s board of directors, and the Seller is a close associate to Bjørn Finnøy, board member and primary insider in the Company.
In connection with the Placing, the Seller has entered into a 90-day customary lock-up with the Manager on the remaining shares in the Company held by the Seller after the Placing, subject to certain customary exemptions and which may be waived by the Manager.
Following the Placing, the Seller is committed to be a significant long-term shareholder in the Company and remains a strong believer in the Company. The purpose of the Placing from the Seller’s perspective is to improve the trading liquidity of the Company’s shares, optimize its investment portfolio, and generate funds for other investments.
The notification of transactions by persons discharging managerial responsibilities (PDMR) relating to the Placing by Artec Holding is attached to this announcement.
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 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 they distributes this announcement, whether to reflect any future events or circumstances or otherwise.
None of the Seller, the Manager nor any of their subsidiary undertakings, affiliates or any of their respective directors , officers, employees, advisers, agents or any other persons makes any representation or warranty, express or implied, as to the truth, accuracy or 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, 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 affiliates accepts any liability arising from the use of this announcement.
Kilde
