NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG, SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oceanwood Capital Management LLP (“Oceanwood”) (the “Seller”), has retained BofA Securities, DNB Markets, a part of DNB Bank ASA and SpareBank 1 Markets AS (the “Managers”) to explore a potential block sale of existing shares in Norske Skog ASA (the “Company”) held by NS Norway Holding AS through a private placement (the “Offering”).
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The Seller is contemplating selling 12,500,000 shares in the Company (equal to approx. 13.3% of the Company’s outstanding shares). The price in the Offering will be set through an accelerated bookbuilding process and will be denominated in NOK. The Seller reserves the right, at its sole discretion, to sell fewer shares or no shares at all. The Seller has undertaken to the Managers not to transfer or dispose of any of its remaining holding of ordinary Shares in the Company for 90 days after the date of settlement of the Offering, subject to waiver by the Managers.
The bookbuilding period in the Offering will commence today, 7 February 2023 at 16:30 CET and will close on 8 February 2023 at 08:00 CET. The Seller, in consultation with the Managers, reserves the right to close the bookbuilding period at any time at its sole discretion, at short notice. The Offering is expected to be priced and allocated before 08:00 CET on 8 February 2023 (T). The settlement in the Offering will be conducted on a normal delivery-versus-payment basis (DVP, T+2).
The Seller currently controls 15,896,681 shares in the Company (equal to approx. 16.9% of the Company’s outstanding shares). In addition, Oceanwood Opportunities Master Fund owns 240,000 shares and Oceanwood consequently controls 16,136,681 shares in total (equal to approx. 17.1% of the Company’s outstanding shares).
The minimum order and allocation in the Offering have been set to the currency equivalent of EUR 100,000. The Managers may, however, offer and allocate an amount below the NOK equivalent of EUR 100,000 in the Offering to the extent exemptions from prospectus requirements, in accordance with Regulation (EU) 2017/1129, are available.
John Chiang, Senior Partner in Oceanwood, is the chair of the board of directors in the Company.
For more information about the Offering please contact one of the Managers:
BofA Securities
+44 20 79 95 37 00
DNB Markets, a part of DNB Bank ASA:
+47 24 16 90 20
SpareBank 1 Markets
+47 24 14 74 00
This information is considered to include inside information pursuant to the EU Market Abuse Regulation article 7 and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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 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. 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 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 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.
In connection with the sale of the shares, any of the Managers and any of their affiliates may take up a portion of the shares in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in this announcement to the shares being sold, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, any of the Managers and any of their affiliates acting in such capacity. In addition any of the Managers and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Managers and any of its affiliates may from time to time acquire, hold or dispose of Shares. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
A communication that a transaction is or that the book is “covered” (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by Manager(s). The Manager(s) reserve the right to take up a portion of the securities in the offering as a principal position at any stage at their sole discretion, inter alia, to take account of the objectives of the seller, MiFID II requirements and in accordance with allocation policies.
None of the Managers or any of their or their affiliates’ directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Seller, the Company, their respective subsidiaries 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.
Each of the Managers is acting on behalf of the Seller and no one else in connection with any offering of the Shares and will not be responsible to any other person for providing the protections afforded to any of its clients or for providing advice in relation to any offering of the shares.
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 Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
Kilde
