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NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY IN UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH THE DISTRIBUTION OR
RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES.
Magnora ASA (“Magnora” or the “Company”) has received an unsolicited bid for its
full shareholding in Hermana Holding ASA (“Hermana”), totalling 4,025,621
shares. The bid was submitted by a small group of existing shareholders in
Magnora (the “Bidding Investors”) through Skandinaviska Enskilda Banken AS Publ.
(“SEB”). The bid price is NOK 10 per share. Magnora has accepted the bid.
To facilitate equal treatment of the shareholders in Magnora, the Company has
agreed with the Bidding Investors to launch an open bookbuilding process for a
part of the Offering at a fixed price of NOK 10 per share. All shareholders in
Magnora as shown in the VPS register at 08:00 on 16 June are invited to buy
shares in the Offering. The Offering is intended to be launched on 16 June 2025
with an application period from 08:00 until 17:00 CET.
The Bidding Investors have made their participation conditional upon being
allocated, and will be allocated, a minimum of 2 million shares. Should the book
be oversubscribed, the allocations to the other shareholders than the Bidding
Investors will be made pro rata based on each tendering shareholder’s current
stake in Magnora. After the sale, Magnora will not hold any shares in Hermana
Holding ASA.
Settlement of the share sale is expected on or about 19 June (T+2) on a Delivery
Versus Payment basis.
The contemplated Offering will be carried out in accordance with applicable laws
and regulations.
With this transaction, Magnora completes the transformation into a 100%
renewable-energy company, following last year’s demerger and IPO of Hermana
Holding ASA when Magnora distributed 70% of the Hermana shares to its
shareholders. Subsequently, Magnora has - as stated in Magnora’s 2024 annual
report - continuously considered the best value creation route for our remaining
share in Hermana; this has included how to reduce the ownership.
Magnora’s Board of Directors has thoroughly evaluated the now received offer for
the Hermana shares in light of alternative financial and strategic options.
The Board considers the sale of the shares to benefit Magnora. As an
alternative, the Board has considered a delivery of Hermana shares as dividend
to all Magnora shareholders pro rata, but limited daily trade in the Hermana
share makes this option unattractive for shareholders with no intention of
holding the share long term. The received bid is seen as a good opportunity for
Magnora to exit a non-core holding at market price and further strengthen its
solid cash position. At the same time, Hermana gains dedicated shareholders, a
more distributed ownership structure, a possibly higher share liquidity, and
ability to grow independently of Magnora in the future.
The Board notes that there is no significant discount in the share price of the
transaction compared to the prices for the Hermana shares traded on the Oslo
Stock Exchange the recent weeks and days. The transaction price of NOK 10 is
around the mid-point for the share’s trading over the last three months. The
Board considers the transaction to facilitate equal treatment of the Magnora
shareholders.
Certain Magnora shareholders also being primary insiders of Hermana Holding (and
with management/Board position in Hermana as stated below) intend to subscribe
for the following:
Erik Sneve, Chair of the Board: up to NOK 1,500,000
Hilde Ådland, Board member: up to NOK 200,000
Torstein Sanness, Board member: up to NOK 200,000
Stein Bjørnstad, CEO: up to NOK 100,000
Bård Olsen, CFO: up to NOK 150,000
Morten Strømgren, SVP: up to NOK 100,000
CONTACT
All shareholders in Magnora may participate, by reaching out to SEB on
terje.reutz@seb.no with (i) desired number of Hermana shares, (ii) how many
Magnora shares the investor owns and (iii) which entity is currently holding the
investor’s Magnora shares. The application period is, as mentioned, 16 June 2025
from 08:00 until 17:00 CET. Each subscriber of shares will receive information
about their allocation prior to 08:00 on 17 June 2025. The subscriber must then
place its order via its broker or bank unless the subscriber has an existing SEB
broker relationship. SEB has no responsibility for any other broker’s ability to
assist shareholders in subscribing in this offering. Allocation is subject to
customary KYC and AML regulations. Magnora shareholders who wish to participate
in the Offering may contact SEB on +47 472 86 777 for further guidance.
The Offering and the distribution of this announcement and other information in
connection with the Offering may be restricted by law in certain jurisdictions
(including, but not limited to, the United States, Canada, Australia and Japan).
Neither the Company nor the bookrunner in the Offering assume any responsibility
in the event there is a violation by any person of such restrictions. This
includes shareholders who have changed their domicile to such jurisdictions but
which may access their VPS accounts. Persons into whose possession this
announcement or relevant information should come are required to inform
themselves about and to observe any such restrictions. The Offering is not being
made directly or indirectly in, or by use of the mails of, or by any means or
instrumentality of interstate or foreign commerce of, or any facilities of a
national securities exchange of, the United States of America, its territories
and possessions, any State of the United States and the District of Columbia
(the “United States”) or any other jurisdiction in which this would be unlawful,
require registration or other measures. This includes, but is not limited to,
facsimile transmission, internet delivery, email and telephones. Copies of this
release and any related documents are not being, and must not be, mailed,
emailed or otherwise distributed or sent in or into the United States or any
such jurisdiction and so doing may invalidate any purported acceptance.
DISCLOSURE REGULATION
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
CONTACTS
- Erik Sneve, CEO, email: es at magnoraasa.com
- Torstein Sanness, Chairman of the Board, email: sanness at sf-nett.no
ABOUT MAGNORA ASA
Magnora ASA (OSE: MGN) is a renewable-energy group developing wind, solar and
battery storage projects. Magnora has operations in Europe and Africa through
the portfolio companies Hafslund Magnora Sol AS, Magnora Offshore Wind AS,
Magnora Germany, Magnora Italy Srl, Magnora Solar PV UK, Magnora South Africa,
and AGV. Magnora also has earn-out revenues related to the former portfolio
companies Helios Nordic Energy and Evolar. Magnora is listed on the main list of
the Oslo Stock Exchange under the ticker MGN.
ATTACHMENTS
Download announcement as PDF.pdf -
https://kommunikasjon.ntb.no/ir-files/17847805/18565408/6193/Download%20announce
ment%20as%20PDF.pdf
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