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
San Donato Milanese (Milan) / Stavanger, 8 June 2022
Eni International B.V. (“Eni”) and HitecVision (through Point Resources Holding AS) (“HitecVision” and, together with Eni, the “Sellers”) have retained DNB Markets, a part of DNB Bank ASA, J.P. Morgan SE, Morgan Stanley & Co. International plc and SpareBank 1 Markets AS as Joint Global Coordinators and Joint Bookrunners, and ABG Sundal Collier ASA, Carnegie AS, Jefferies GmbH and Pareto Securities AS as Joint Bookrunners (collectively referred to as the “Managers”) to explore a potential secondary placement of existing ordinary shares (the “Shares”) in Vår Energi ASA (“Vår Energi” or the “Company”) (the “Offering”).
The Sellers are contemplating selling approximately 124.8 million Shares in the Company (the “Sale Shares”), representing approximately 5% of the issued and outstanding Shares in the Company, through an accelerated book building process. It has been agreed that Eni will offer approximately 20% of the Sale Shares and HitecVision will offer approximately 80% of the Sale Shares in the Offering, however the final terms of the Offering, including the percentage of Sale Shares offered by each respective Seller, will be communicated upon pricing. The free float in the Company will increase from approximately 11% to approximately 16% if the Offering is completed as contemplated in this announcement. The Sellers reserve the right, at their own discretion, to sell fewer Shares or 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 an accelerated book building process (the “Book Building”) as part of the Offering. The Book Building for the Offering will commence immediately following the publication of this announcement (8 June 2022) and close no later than 9 June 2022 at 08:00 CEST. The Offering may close earlier or later at the discretion of the Sellers. The result of the Offering, the offer price and the total number of Sale
Shares are expected to be announced as soon as practicable thereafter. The Offering is expected to be priced and allocated before 09:00 CEST on 9 June 2022 (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).
Eni and HitecVision currently control 1,604,070,326 and 613,001,580 Shares in the Company, respectively, representing approximately 64.3% and 24.6%, respectively, of the Shares outstanding in the Company.
The Joint Global Coordinators in the Company’s February 2022 IPO have agreed to waive the lock up agreement entered into with the Sellers in connection with the IPO. The Sellers intend to remain active and committed owners following the Offering, with Eni intending to retain a majority stake while preserving equity accounting.
In connection with the Offering, the Sellers will enter into a new 90-day lock-up commitment with the Joint Global Coordinators (commencing on 8 June 2022) for the Shares the Sellers currently hold in the Company which are not sold as part of the Offering, on substantially the same terms as the lock-up agreed to by the Sellers in relation to the Var Energi IPO as disclosed in the IPO prospectus dated 4 February 2022.
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 Sellers and Latham & Watkins (London) LLP is acting as international legal counsel to the Sellers. 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 Sellers believe 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 Sellers do 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.
None of the Company, the Sellers, 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 Sellers, 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 Sellers only in connection with the Offering and no one else, and will not be responsible to anyone other than the Sellers 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. 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
