NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES AND THE SECURITIES REFERRED TO HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT; ANY PUBLIC OFFERING OF SUCH SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE COMPANY, WHICH WOULD CONTAIN DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.
…
Vis børsmeldingen
Stavanger, 21 September 2023
Point Resources Holding AS (the “Seller”) has retained Barclays Bank Ireland PLC, DNB Markets, a part of DNB Bank ASA, Morgan Stanley & Co. International plc and SpareBank 1 Markets AS as Joint Global Coordinators and Joint Bookrunners, ABG Sundal Collier ASA, Carnegie AS, Jefferies GmbH and Pareto Securities AS as Joint Bookrunners and Arctic Securities AS, Nordea Bank Abp, filial i Norge and Skandinaviska Enskilda Banken AB (Publ) Oslofilialen to act as Co-lead Managers (collectively referred to as the “Managers”) to explore a potential secondary placement of existing ordinary shares in Vår Energi ASA (“Vår Energi” or the “Company”) (the “Offering”). The Seller is the investment holding company consolidating the interests of various funds and co-investment vehicles managed by or advised by HitecVision (the “Funds”).
The Seller is contemplating selling approximately 142.3 million shares in the Company (the “Sale Shares”), representing approximately 5.7% of the issued and outstanding shares in the Company, through an accelerated book building process. Assuming all Sale Shares are sold as part of the Offering, the Seller will hold approximately 374.5 million shares in Vår Energi, equivalent to approximately 15% of the outstanding shares in the Company, and the free float in the Company will increase from approximately 16% to approximately 22%. The Seller reserves the right, at its own discretion, to decide the number of shares to be sold, or to sell no shares at all in the Offering. The Sale Shares are existing shares in the Company and rank pari passu in all respects with the remaining shares in the Company.
The offer price and the total number of Sale Shares in the Offering will be determined through the accelerated book building process. The book building period will commence immediately following the publication of this announcement and close no later than 22 September 2023 at 08:00 CEST, and could also close earlier or later at the discretion of the Seller and the Managers. The result of the Offering is expected to be announced before 09:00 CEST on 22 September 2023 (T). The Offering will be unconditional as of the time of allocation. The Sale Shares will be tradeable upon allocation and settlement of the Offering will be conducted on a normal delivery-versus-payment basis (DVP T+2).
Following a successful completion of the Offering, the Seller will enter into a customary 90-day lock-up commitment with the Joint Global Coordinators for the remaining shares in Vår Energi the Seller holds, subject to certain carve-outs, including the sale or transfer of shares by the Seller to one or more of its affiliates, shareholders or direct or indirect equity investors, provided that such purchasers or transferees enter into lock-up agreements on substantially equivalent terms to Seller’s lock-up.
As announced on 10 August 2022, HitecVision has initiated a restructuring of the Funds’ respective interests in the Company. The planned restructuring is expected to complete by the end of 2023 and include a liquidation of the Seller. Following a liquidation of the Seller, the Seller’s remaining shares in Vår Energi would be held by a new holding vehicle, except for a small minority of the outstanding shares in the Company which would be held mainly by former management and employees of companies now forming part of Vår Energi. The new holding vehicle would be managed by HitecVision and enable HitecVision to continue to remain actively committed to Vår Energi for a longer period than if the original structure had remained. Completion of the restructuring is subject to several conditions and approvals, the outcome of which is currently not known. If a final decision to implement a restructuring is made, a public announcement to that effect will be made in accordance with applicable regulations. The lock-up agreement over shares in Vår Energi described above would be continued as commitments for the new holders of the shares following completion of a restructuring.
Following the completion of the Offering, the Seller is expected to remain the second largest shareholder in the Company and HitecVision will continue to have representation on Vår Energi’s board of directors.
As part of the preparations, HitecVision has informed fellow shareholder Eni of the contemplated sale of shares. Eni’s CFO, Francesco Gattei, has provided the following statement: “Eni is very positive to the long-term development of Vår, that both pays very attractive dividend and at the same time offers significant growth in production over the next few years. Eni intends to continue as an active and constructive shareholder in Vår for many years, and has no plans in the foreseeable future to sell any shares in Vår. HitecVision’s sell down will increase liquidity in the Vår share and makes Vår more attractive for international Institutional investors”.
In connection with the proposed Offering, Nick Walker, the CEO of Vår Energi, has expressed his intention to purchase for his own account, and has provisionally been allocated, an amount of Shares equivalent to USD 1,000,000 in aggregate, which shall be determined with reference to the offer price at the completion of the accelerated book building process. The purchase and allocation is conditional on completion of the Offering.
The Offering has not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and will be made pursuant to applicable exemptions from the obligation to publish a prospectus in Norway as well as exemptions from the U.S. Securities Act and the securities laws of other applicable jurisdictions.
The minimum order and allocation in the Offering have been set to the NOK 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.
Advokatfirmaet Schjødt AS is acting as Norwegian legal counsel to the Seller and Latham & Watkins (London) LLP is acting as international legal counsel to the Seller. Advokatfirmaet BAHR AS is acting as Norwegian legal counsel to the Managers, and Linklaters LLP is acting as international legal counsel to the Managers.
Important notices
This announcement is not and does not form a part of a prospectus or 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 the United States of America or 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. Accordingly, this announcement is not for public release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), except to “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”). 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 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 it distributes this announcement, whether to reflect any future events or circumstances or otherwise.
None of the Company, the Seller, the Managers nor any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, the Seller, 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 for the Seller only in connection with the Offering and no one else, and will not be responsible to anyone other than the Seller for providing the protections offered to clients nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.
In connection with the Offering, the Managers and their respective affiliates may take up a portion of the shares offered 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. In addition, the Managers and their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Managers and their respective affiliates may from time to time acquire, hold or dispose of shares of the Company. Certain of the Managers or their affiliates may be lenders and/or agents under lending facilities with the Seller and may receive a portion of the net proceeds of the Offering to repay amounts outstanding under such facilities. The Managers do not intend to disclose the extent of any such investment or transactions, other than in accordance with any legal or regulatory obligations to do so.
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. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance. None of the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
Kilde
