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 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:
+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.
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
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.