Block Sale of Existing Shares in Klaveness Combination Carriers ASA completed
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Oslo, 2 September 2026
Reference is made to the stock exchange notice published on 2 September 2026 regarding a potential block sale of existing shares in Klaveness Combination Carriers ASA (the “Company”) by Rederiaksjeselskapet Torvald Klaveness (the “Seller”) through a private placement (the “Offering”).
The Seller has successfully sold 6,537,608 shares (the "Offer Shares") in the Company (equal to approx. 11.0% of the Company’s outstanding shares) at NOK 94.70 per share.
Following completion of the Offering, the Seller holds 26,000,000 shares in the Company (equal to approx. 43.69% of the Company’s outstanding shares), thereby dropping below the 50% disclosure threshold set out in the Norwegian Securities Trading Act Section 4-2. The Seller has entered into a 90-day customary lock-up with the Managers on the remaining shares in the Company held by the Seller after the Offering.
The Seller remains committed to being the Company’s leading long-term shareholder with a holding representing at least negative control. The Seller strongly believes in the unique combination carrier concept developed over decades, as well as the underlying markets for the Company’s services. From the Seller’s perspective, the Offering is intended to improve trading liquidity and free float in the Company’s shares, and to rebalance its portfolio of group companies.
The notification of allocation in the Offering is expected to be communicated on or about 3 September 2026 (T) before 09:00 CEST. The settlement in the Offering is expected to take place on or about 7 September 2026 on a delivery versus payment basis (normal DVP T+2). The Offer Shares will be tradeable on Oslo Børs from T.
The Seller is represented on the Company’s board of directors by the Chair of the Board Ernst Meyer and Board member Gøran Andreassen.
Clarksons Securities AS, Fearnley Securities AS, and Pareto Securities AS acted as Joint Global Coordinators and Joint Bookrunners in the Offering (the “Managers”).
Advokatfirmaet Schjødt AS acted as legal counsel to the Seller in connection with the Offering.
This information is subject to the disclosure requirements pursuant to section 4-2 of the Norwegian Securities Trading Act.
IMPORTANT NOTICE
The publication or distribution or release of this announcement and the Offering of the Offer Shares as set out in this announcement in certain jurisdictions may be restricted by law. This announcement is for information purposes only and shall not constitute or form part of an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. No action has been taken that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
Members of the general public are not eligible to take part in the Offering. This announcement and any offer of securities to which it relates are only addressed to and directed at (1) in the United Kingdom and in any member state of the European Economic Area, persons who are qualified investors in such member state within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation") or in the United Kingdom within the meaning of the Prospectus Regulation as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 ("Qualified Investors"); and (2) in the United Kingdom, Qualified Investors who (a) are persons who have professional experience, knowledge and expertise in matters relating to investments and qualifying as "investment professionals" for the purposes of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons being referred to as "relevant persons") and (b) only in circumstances falling within the circumstances set out in Part 1 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (the "POATRs") (including, amongst other circumstances, the fact that the Offer Shares which are the subject of the Offering are offered subject to a minimum subscription amount per UK Applicant equivalent to at least GBP 100,000). The information regarding the Offering set out in this announcement must not be acted on or relied on by persons in the European Economic Area who are not Qualified Investors or by persons in the United Kingdom who are not relevant persons. Any investment or investment activity to which this announcement relates is available in the European Economic Area only to Qualified Investors and in the United Kingdom only to relevant persons and will be engaged in only with such persons.
In particular, this announcement does not constitute or form part of any offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire, or subscribe for any securities in any jurisdiction into which such offer or solicitation would be unlawful.
The Offer Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered, sold or transferred, directly or indirectly, within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States.
No offer and sale of Offer Shares is or will be made in Canada, except to persons who are: (a) an "accredited investor" within the meaning of Section 1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") of the Canadian Securities Administrators or subsection 73.3(1) of the Securities Act (Ontario) (the "OSA"), as applicable, and is either purchasing the Offer Shares as principal for its own account, or is deemed to be purchasing the Offer Shares as principal for its own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (b) such person was not created or used solely to purchase or hold the Offer Shares as an accredited investor under NI 45-106; (c) a "permitted client" within the meaning of National Instrument 31-103 -Registration Requirements, Exemptions and Ongoing Registrant Obligations ("NI 31-103") of the Canadian Securities Administrators; and (d) entitled under applicable Canadian securities laws to purchase the Offer Shares without the benefit of a prospectus under such securities laws.
The offer and sale of securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, Japan or South Africa. Subject to certain exceptions, the Offer Shares referred to herein may not be offered or sold in Australia, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Japan or South Africa.
No public offering of the securities referred to herein is being made in the United Kingdom, the United States, Australia, Canada, Japan, South Africa or any other jurisdiction.
No prospectus or offering document has been or will be prepared in connection with the Offering. The publicly available information of the Company is not the responsibility of, and has not been independently verified by, the Seller, Clarksons Securities AS, Fearnley Securities AS and Pareto Securities AS or any of their respective affiliates (as such term is defined under Rule 501(b) of Regulation D of the Securities Act) (each, an "Affiliate"). The information contained in this announcement is for background purposes only and does not purport to be full or complete.
In connection with the Offering, Clarksons Securities AS, Fearnley Securities AS or Pareto Securites AS or any of their Affiliates may take up a portion of the Offer Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Offer Shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references to the shares being issued, 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, Clarksons Securities AS, Fearnley Securities AS or Pareto Securities AS and any of their Affiliates acting as investors for their own accounts. Clarksons Securities AS, Fearnley Securities AS and Pareto Securities 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.
Clarksons Securities AS, Fearnley Securities AS and Pareto Securities are acting for the Seller in connection with the Offering and no-one else and will not be responsible to anyone other than the Seller for providing for providing advice in relation to the Offering or any other matter referred to in this announcement.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Clarksons Securities AS, Fearnley Securities AS or Pareto Securities or by any of their Affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Company's securities. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Acquiring Offer Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Past performance is no guide to future performance and persons needing advice should consult an independent financial advisor.