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Key information regarding the Reorganization and the Listing is set out below
NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S.
NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION
OR RELEASE WOULD BE UNLAWFUL.
Reference is made to previous stock exchange announcements published by Magnora
ASA (“Magnora” or the “Company”) regarding a spin-off demerger relating to a
subsequent listing on the Oslo Stock Exchange of Magnora’s legacy business (the
“Listing”). The legacy business will be owned by Hermana Holding ASA (“Hermana”)
through its subsidiary, Western Isles Holding AS.
After the spin-off demerger and at the time of Listing, Magnora’s shareholders
will own 70% of the shares in Hermana. Magnora will contribute its remaining
shareholding in Western Isles Holding AS in exchange for 30% of the shares in
Hermana. This transaction is expected to be registered in the Norwegian Register
of Business Enterprises (“NRBE”) on or about 17 June 2024.Hence, at the time of
listing, Magnora will hold 30% of the shares in Hermana. The reorganization,
spin-off, demerger and issuance of shares to Magnora shall hereinafter together
be referred to as the “Reorganization”. Further details regarding the
Reorganization will be set out in a prospectus prepared in relation to the
Listing, expected to be published before first day of trading in Hermana’s
shares on the Oslo Stock Exchange.
Key information regarding the Reorganization and the Listing is set out below:
Date of final approval of the spin-off demerger was: 23 April 2024
Last day including right to shares in Hermana is: 14 June 2024
Ex. date is: 17 June 2024
Record date is: 18 June 2024
Shares in Hermana become tradeable is: 18 June 2024*
Listing date is: 18 June 2024**
Exchange ratio: One Magnora share gives the right to receive one Hermana
share***
ISIN for the Hermana shares: NO 001 3209239
This information is published in accordance with the requirements of the
Continuing Obligations.
- Completion of the distribution of shares is subject to satisfaction of the
conditions set for the Listing by the Oslo Stock Exchange.
** Subject to timely publication of a prospectus approved by the Financial
Supervisory Authority of Norway and satisfaction of the conditions set for the
Listing by the Oslo Stock Exchange, the Hermana shares with ISIN NO 001 3209239
are expected to be listed and commence trading on the Oslo Stock Exchange on or
about 18 June 2024. No assurance can at this stage be given that the conditions
for Listing will be satisfied in time or at all.
*** As stated in Magnora’s stock exchange notification on 23 April 2024, a
third-party valuation obtained in connection with the demerger values Hermana
(before the contribution in-kind) at 20.31 percent of the value of Magnora (the
“Conversion Ratio”). The assets assigned to Hermana corresponded to NOK 6.057
per share (based on total number shares of 93,931,178 in Hermana at the time of
Listing, such number reflecting the new shares to be issued to Magnora). Please
note that this valuation has been prepared previously for corporate, accounting
and tax purposes and may not be indicative of the market capitalisation of
Hermana once trading in the Hermana shares commence at the Oslo Stock Exchange.
Please note that the Conversion Ratio has implications for the input value (Nw:
inngangsverdi) of shares both in Magnora and Hermana for Norwegian tax purposes.
The shareholders retain their total input values, but the input values are
redistributed from the shares in Magnora to the shares in Hermana following the
Conversion Ratio. I.e., a shareholder with input value of NOK 10 per share in
Magnora before the Reorganization will after the Reorganization have an input
value of NOK 7.969 per share in Magnora and NOK 2.031 per share in Hermana. The
Conversion Ratio will also determine the relative split of paid-in capital
between Magnora and Hermana.
DISCLOSURE REGULATION
This information is subject to the disclosure requirements of the Oslo Stock
Exchange pursuant to Oslo Rule Book II - Issuer Rules.
IMPORTANT NOTICE
These materials do not constitute or form a part of any offer of securities for
sale or a solicitation of an offer to purchase securities of Magnora or Hermana
(each, an “Issuer”) in the United States or any other jurisdiction. The
securities of the Issuer may not be offered or sold in the United States absent
registration or an exemption from registration under the U.S. Securities Act of
1933, as amended (the “U.S. Securities Act”). The securities of the Issuer have
not been, and will not be, registered under the U.S. Securities Act. Any sale in
the United States of the securities mentioned in this communication will be made
solely to “qualified institutional buyers” as defined in Rule 144A under the
U.S. Securities Act. No public offering of the securities will be made 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
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression “EU
Prospectus Regulation” means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (together with any applicable
implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are 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) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as “Relevant Persons”). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to 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.
This announcement is for information purposes only. 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 of the Issuer.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions. Specifically, neither this announcement nor
the information contained herein is for publication, distribution, or release,
in whole or in part, directly or indirectly, in or into or from the United
States (including its territories and possessions, any State of the United
States and the District of Columbia), Australia, Canada, Hong Kong, Japan or any
other jurisdiction where to do so would constitute a violation of the relevant
laws of such jurisdiction. The publication, distribution or release of this
announcement may be restricted by law in certain jurisdictions and persons into
whose possession any document or other information referred to herein comes
should inform themselves about and observe any such restriction. Any failure to
comply with these restrictions may constitute a violation of the securities laws
of any such jurisdiction.
DISCLOSURE REGULATION
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
CONTACTS
ABOUT MAGNORA ASA
Magnora ASA (OSE: MGN) has a legacy royalty business that is re-invested in
renewable energy development projects and companies. Magnora’s portfolio of
renewable companies consists of Helios Nordic Energy AB, Kustvind AB, Magnora
Offshore Wind AS, Magnora Solar PV UK, Hafslund Magnora Sol AS, Magnora South
Africa, and AGV. The company is listed on the main list on Oslo Stock Exchange
under the ticker MGN.
ATTACHMENTS
Download announcement as PDF.pdf -
https://kommunikasjon.ntb.no/ir-files/17847805/3181/4615/Download%20announcement
%20as%20PDF.pdf
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