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INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG
KONG, SOUTH AFRICA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT A
PROSPECTUS AND DOES NOT CONSTITUTE A PUBLIC OFFER OF ANY OF THE SECURITIES
DESCRIBED HEREIN.
Reference is made to the stock exchange announcement by Magnora ASA (“Magnora”)
on 18 May 2026 regarding the potential IPO of its data center business.
Further reference is made to a stock exchange announcement made today by Magnora
Data Center ASA (the “Company” or “Magnora Data Center” with OSE ticker:
“MDATA”) announcing a contemplated private placement (the “Private Placement”)
with gross proceeds of up to NOK 650 million and a subsequent listing of the
Company’s shares on Euronext Growth Oslo.
Subject to, among other things, the Oslo Stock Exchange’s approval of the
Company’s listing application, expected to be announced today (1 June 2026) and
a successful completion of the Private Placement, the Company’s shares are
expected to commence trading on Euronext Growth Oslo on or about 8 June 2026
under the ticker “MDATA” (the “Listing”).
The Company intends to uplist its shares to Euronext Oslo Børs (the main
regulated market operated by Oslo Stock Exchange) at a later stage.
Magnora Data Center ASA is a data center developer and operator, present in
Norway, Sweden, Finland, and Italy. The group operates capital-light in
primarily early phases of project development, but with flexibility for
investing in also later stages. The Company is currently a wholly owned
subsidiary of Magnora ASA and headquartered in Oslo, Norway.
The Private Placement
The Private Placement is expected to be completed by the issuance of new shares
in the Company (the “Offer Shares”) pursuant to a resolution to issue new shares
expected to be made by the Company’s general meeting on or about 3 June 2026
(the “Resolution”).
The subscription price per Offer Share in the Private Placement (the “Offer
Price”) is set at a fixed price of NOK 13.00, corresponding to a pre-money
equity value of the Company of NOK 650 million, to raise gross proceeds of up to
NOK 650 million.
The gross proceeds to the Company from the Private Placement will be used to
fund existing and new data center projects and operations, as well as for
working capital and general corporate purposes.
Magnora ASA, currently holding 100% of the shares in the Company, has
pre-committed to subscribe and will be allocated NOK 100 million in the Private
Placement. The Company has further received firm indications of interest from
DNB Asset Management, FIRST Fondene and funds managed by Nordea Investment
Management AB. Collectively, the pre-commitment and the firm indications of
interest represent more than NOK 300 million.
The Company has, during the pre-marketing phase, received pre-subscriptions and
firm indications of interest from investors which, in aggregate, fully cover the
contemplated offering size of NOK 650 million.
The Private Placement will be directed towards Norwegian and international
investors, in each case subject to an exemption being available from offer
prospectus requirements and any other filing or registration requirements in the
applicable jurisdictions and subject to other selling restrictions. The minimum
application and allocation amount have been set to the NOK equivalent of EUR
100,000. The Company’s board of directors (the “Board”) may, however, at its
sole discretion, offer and allocate Offer Shares for an amount below the NOK
equivalent of EUR 100,000 to the extent exemptions from prospectus requirements
pursuant to Regulation (EU) 2017/1129 as amended and as implemented by the
Norwegian Securities Trading Act, and ancillary regulations as well as the UK
Public Offers and Admission to Trading Regulation (“POATR”), are available.
Timeline and application period
The application period in the Private Placement will commence today 1 June 2026
at 09:00 (CEST) and close on or before Wednesday 3 June 2026 at 16:30 hours
(CEST) (the “Application Period”). The Company may at its sole discretion, in
consultation with the Managers (as defined below), extend or shorten the
Application Period at any time and for any reason and on short or without
notice. If the Application Period is shortened or extended, the other dates
referred to herein may be amended accordingly.
Allocation and settlement
The allocation of Offer Shares will be determined following the Application
Period, and the final allocation will be made at the sole discretion of the
Board (in consultation with the Managers). The Board will focus on criteria such
as (but not limited to), indications from the pre-sounding phase of the Private
Placement (volume and price leadership), timeliness of the application, relative
subscription size, sector knowledge, perceived investor quality and investment
horizon. Notification of allocation is expected to be sent to the applicants by
the Managers on or about 4 June 2026.
The Offer Shares allocated in the Private Placement are expected to be settled
on a delivery versus payment (“DvP”) basis on or about 8 June 2026, following
completion of the Conditions (as defined below). DvP settlement is expected to
be facilitated by a pre-funding agreement entered into by the Managers, Magnora
ASA and the Company (the “Pre-Funding Agreement”).
Lock-up
The Company and Magnora ASA have entered into customary lock-up arrangements
with the Managers in connection with the Private Placement that will restrict,
subject to certain exemptions, their ability to issue, sell or dispose of any
shares in the Company, as applicable. The Company (excluding any shares held as
part of any incentive schemes adopted by the Company in line with prevailing
market practice) and Magnora ASA have entered into lock-up arrangements for a
period of 6 months. Shares acquired by members of the Board and Management under
the Company’s expected share incentive programme will, be subject to separate
lock-up restrictions under the terms of such programme, including full lock-up
during the first 12 months from the first day of Listing and thereafter gradual
release in accordance with the terms of the programme.
Selling restrictions
The Private Placement will be offered to investors subject to applicable
exemptions from relevant prospectus requirements in accordance with Regulation
(EU) 2017/1129 and is directed towards a limited number of selected investors
subject to applicable exemptions from relevant prospectus, filing and
registration requirements: (i) outside the United States in reliance on
Regulation S under the US Securities Act of 1933 (the “US Securities Act”) and
(ii) in the US only to persons reasonably believed to be “qualified
institutional buyers” (QIBs) as defined in Rule 144A under the US Securities
Act. Applicable selling restrictions will apply. In the United Kingdom, it shall
be directed only at persons who are “qualified investors” as defined in
paragraph 15 of Schedule 1 to the POATR, and who are (i) persons having
professional experience in matters relating to investments who fall within the
definition of “investment professionals” in 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 falling within Article 49(2)(a) to (d)
of the Order; or (iii) are other persons to whom it otherwise lawfully may be
communicated. The Offer Shares are not to be offered in any other jurisdiction
where such an offering would be prohibited by applicable law. The minimum
subscription and allocation amount in the Private Placement will be a number of
Offer Shares corresponding to the NOK equivalent of EUR 100,000. The Company may
in consultation with the Managers, at its sole discretion, allocate Offer Shares
for an amount below EUR 100,000 to the extent applicable exemptions from
relevant prospectus requirements, in accordance with applicable regulations,
including Regulation (EU) 2017/1129 on prospectuses for securities (the “EU
Prospectus Regulation”), the Norwegian Securities Trading Act and ancillary
regulations, are available. Further selling restrictions and transaction terms
will apply.
Conditions for completion
The completion of the Private Placement is subject to: (i) all necessary
corporate resolutions of the Company required to implement the Private Placement
being validly made by the Company, (ii) the Pre-Funding Agreement being in full
force and effect, (iii) the share capital increase pertaining to the issuance of
the Offer Shares allocated in the Private Placement being validly registered
with the Norwegian Register of Business Enterprises and in the Norwegian Central
Securities Depository Euronext Securities Oslo and (iv) the Oslo Stock Exchange
approving the application for Listing and the satisfaction by the Company of any
conditions for Listing set by the Oslo Stock Exchange (jointly the "Conditions
").
The Company reserves the right to cancel or modify the terms of the Private
Placement at any time and for any reason without or on short notice prior to
notification of allocation to applicants in the Private Placement. The
applicants also acknowledge that the Private Placement as a whole will be
cancelled if the relevant Conditions are not fulfilled. Neither the Managers nor
the Company or any of their respective directors, officers, employees,
representatives, or advisors will be liable for any losses if the Private
Placement as a whole is cancelled or modified, irrespective of the reason for
such cancellation or modification.
Advisors
Arctic Securities AS is acting as Sole Global Coordinator, Joint Bookrunner and
Euronext Growth Advisor to the Company in connection with the Listing. DNB
Carnegie, a part of DNB Bank ASA and Skandinaviska Enskilda Banken AB (publ)
Oslofilialen are acting as Joint Bookrunners (together with Arctic Securities,
the “Managers”).
Advokatfirmaet BAHR AS is acting as legal advisor to the Company in connection
with the Private Placement and Listing. Advokatfirmaet Thommessen AS is acting
as legal counsel to the Managers.
DISCLOSURE REGULATION
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
IMPORTANT NOTICE
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness.
These materials are not and do not form a part of any offer of securities for
sale, or a solicitation of an offer to purchase, any securities of the Company
in the United States or any other jurisdiction. Copies of these materials 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.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (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 in the United
States or to conduct a public offering of securities in the United States. Any
sale in the United States of the securities mentioned herein will be made solely
to “qualified institutional buyers” (QIBs) as defined in Rule 144A under the
Securities Act, pursuant to an exemption from the registration requirements
under the Securities Act, as well as to major U.S. institutional investors under
SEC Rule 15a-6 to the United States Exchange Act of 1934, as amended.
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 any offering
of securities referred to in this announcement without an approved prospectus in
such EEA member state. “EU Prospectus Regulation” means Regulation (EU)
2017/1129, as amended (together with any applicable implementing measures in any
EEA member state).
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors (as defined in the Public Offers and Admissions
to Trading Regulations 2024) who 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) 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 communication 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 communication contains certain forward-looking statements concerning future
events, including possible issuance of equity securities of the Company and
listing of securities. 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, but the absence of these words does not
necessarily mean that a statement is not forward-looking. Forward-looking
statements are subject to known and unknown risks and uncertainties and are
based on potentially inaccurate assumptions that could cause actual results to
differ materially from those expected or implied by the forward-looking
statements. The forward-looking statements in this communication are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
The Company believes that these assumptions were reasonable when made. However,
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 its control. Such risks, uncertainties,
contingencies and other important factors include, but are not limited to, the
possibility that the Company will determine not to, or be unable to, issue any
equity securities or list its securities on a particular stock market, and could
cause actual events to differ materially from the expectations expressed or
implied in this release by such forward-looking statements. The Company does not
make any guarantee that the assumptions underlying the forward-looking
statements in this announcement are free from errors. Accordingly, you should
not unduly rely on these forward-looking statements, which speak only as of the
date of this communication.
The information, opinions and forward-looking statements contained in this
communication speak only as at its date and are subject to change without
notice. Each of the Company, the Managers and their respective affiliates
expressly disclaims any obligation or undertaking to update, review or revise
any statement contained in this communication whether as a result of new
information, future developments or otherwise.
The Managers are acting exclusively for the Company and no one else in
connection with the Private Placement and the Listing and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein. Neither the
Managers nor any of their respective affiliates makes any representation as to
the accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred to
herein.
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 of the Company. Neither the
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.
The Private Placement may be influenced by a range of circumstances, such as
market conditions, and there is no guarantee that the Private Placement will
proceed and that the Listing will occur.
Certain figures contained in this announcement, including financial information,
have been subject to rounding adjustments. Accordingly, in certain instances,
the sum or percentage change of the numbers contained in this announcement may
not conform exactly with the total figure given.
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. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
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.
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) is a developer of data center, wind, solar, and battery
projects, as well as a data center operator. Magnora has operations in Europe
and Africa through the portfolio companies Magnora Data Center AS, Magnora Data
Center AB, Storespeed AS, 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
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https://kommunikasjon.ntb.no/ir-files/17847805/18929291/11353/Download%20announc
ement%20as%20PDF.pdf
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