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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND AND
SOUTH AFRICA, OR ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
Reference is made to the mandatory offer from Castellum Aktiebolag (the
“Offeror”) to acquire shares in Entra ASA (“Entra”) at an offer price of NOK
110.40 per share, pursuant to an offer document dated 18 February 2025 (“the
Offer”).
On 26 February 2025, the Offeror has received acceptances under the Offer for
1,183 shares. Following these acceptances, the Offeror has received acceptances
for a total of 1,195 shares in Entra in the Offer. In addition, the Offeror
already owns a total of 60,710,724 shares in Entra. Consequently, subject to
final results and due settlement of the shares for which acceptances are
received, the Offeror will own 60,711,919 shares in Entra, representing
approximately 33.334011% of the total 182,132,055 outstanding shares and votes
in Entra.
The Offeror is a close associate of Joacim Sjöberg, one of the members of the
board of directors in Entra. Please see attached notification form in accordance
with Article 19 of the EU Market Abuse Regulation.
Advisors
Nordea Bank Abp, filial i Sverige is acting as financial advisor to the Offeror
and Nordea Bank Abp, filial i Norge is acting as receiving agent in connection
with the Offer. Advokatfirmaet BAHR AS and Roschier Advokatbyrå AB are acting as
legal advisors for the Offeror.
IMPORTANT INFORMATION
The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions. The
offer document for the Offer and related acceptance forms will not and may not
be distributed, forwarded or transmitted into or within any jurisdiction where
it is prohibited by applicable law, including, without limitation, Australia,
Canada, Hong Kong, Japan, New Zealand and South Africa, or any other
jurisdiction in which it would be unlawful. The Offeror does not assume any
responsibility in the event there is a violation by any person of such
restrictions. Persons in the United States should review “Notice to U.S.
Holders” below. Persons into who access this announcement or such other
information should come are required to inform themselves about and to observe
any such restrictions.
This announcement is for information purposes only and is not an offer or a
tender offer document and, as such, is not intended to constitute or form any
part of an offer or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities, or the solicitation
of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.
Investors may accept the Offer only on the basis of the information provided in
the offer document for the Offer. The Offer has not and will not be made
directly or indirectly in any jurisdiction where either an offer or
participation therein is prohibited by applicable law or where any tender offer
document or registration or other requirements would apply in addition to those
undertaken in Norway.
Notice to U.S. Holders
Holders of shares of Entra in the United States (“U.S. Holders”) are advised
that Entra’s shares are not listed on a U.S. securities exchange and that Entra
is not subject to the periodic reporting requirements of the U.S. Securities
Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and is not required
to, and does not, file any reports with the U.S. Securities and Exchange
Commission (the “SEC”) thereunder.
The Offer is made for the issued and outstanding shares of Entra, a company
incorporated under Norwegian law, and is subject to Norwegian disclosure and
procedural requirements, which may be different from those of the United States.
The Offer is being made in the United States pursuant to Section 14(e) of the
U.S. Exchange Act and Regulation 14E thereunder, to the extent applicable and
subject to any available exemptions, and otherwise in compliance with the
disclosure and procedural requirements of Norwegian law, including with respect
to the Offer timetable, settlement procedures and timing of payments, which may
be different from requirements or customary practices in relation to U.S.
domestic tender offers. The Offer is made to U.S. Holders on the same terms and
conditions as those made to all other holders of shares of Entra to whom an
offer is made. Any information document, including the offer document for the
Offer, is disseminated to U.S. Holders on a basis comparable to the method that
such documents are provided to Entra’s other shareholders to whom an offer is
made. The Offer is made by the Offeror and no one else. U.S. Holders are
encouraged to consult with their own advisors regarding the Offer.
To the extent permissible under applicable law or regulations, the Offeror and
its affiliates or brokers (acting as agents for the Offeror or its affiliates,
as applicable) may from time to time and during the pendency of the Offer, and
other than pursuant to the Offer, directly or indirectly, purchase or arrange to
purchase, shares in Entra, or any securities that are convertible into,
exchangeable for or exercisable for such shares, outside the United States, so
long as those acquisitions or arrangements comply with applicable Norwegian law
and practice and the provisions of such exemption. These purchases may occur
either in the open market at prevailing prices or in private transactions at
negotiated prices. To the extent information about such purchases or
arrangements to purchase is made public in Norway, such information will be
disclosed by means of an English language press release via an electronically
operated information distribution system in the United States or other means
reasonably calculated to inform U.S. Holders of such information. If the
consideration paid by the Offeror or its affiliates in any transaction after the
public announcement of the Offer, but prior to the expiry of the acceptance
period for the Offer, is greater than the Offer price, the Offer price shall be
increased to match that price. In addition, the financial advisors to the
Offeror may also engage in ordinary course trading activities in securities of
Entra, which may include purchases or arrangements to purchase such securities
as long as such purchases or arrangements are in compliance with applicable law.
To the extent required in Norway, any information about such purchases will be
made public in Norway in the manner required by Norwegian law.
Neither the SEC nor any U.S. state securities commission has approved or
disapproved the Offer, passed upon the merits or fairness of the Offer, or
passed any comment upon the adequacy, accuracy or completeness of the disclosure
in this announcement. Any representation to the contrary is a criminal offense
in the United States.
It may be difficult for Entra’s shareholders to enforce their rights and any
claims they may have arising under the U.S. federal securities laws in
connection with the Offer, since the Offeror and Entra are located in non-U.S.
jurisdictions, and some or all of their respective officers and directors may be
residents of non-U.S. jurisdictions. Entra’s shareholders may not be able to sue
the Offeror or Entra or their respective officers or directors in a non-U.S.
court for violations of the U.S. federal securities laws. It may be difficult to
compel the Offeror and Entra and their respective affiliates to subject
themselves to a U.S. court’s judgment.
DISCLOSURE REGULATION
This notification is subject to the disclosure requirements pursuant to Section
5-12 of the Securities Trading Act, as well as article 19 of the EU Market Abuse
Regulation.
DISCLOSURE REGULATION
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
ATTACHMENTS
Download announcement as PDF.pdf -
https://kommunikasjon.ntb.no/ir-files/16126567/18436158/5687/Download%20announce
ment%20as%20PDF.pdf
PDMR form - 26 February.pdf -
https://kommunikasjon.ntb.no/ir-files/16126567/18436158/5686/PDMR%20form%20-%202
6%20February.pdf
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