Torsdag 5 Juni | 21:51:32 Europe / Stockholm

Prenumeration

2025-06-03 08:30:00

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE “IMPORTANT INFORMATION” AT THE END OF THE PRESS RELEASE.

Oslo, 3 June 2025: Reference is made to the announcement made on 2 June 2025, whereby Sentia ASA (the “Company”) announced the terms of the initial public offering of its shares (the “Offering” or the "IPO") and the approval and publication of the prospectus for the IPO (the "Prospectus").

The Prospectus was published on 2 June 2025 and is, subject to regulatory restrictions in certain jurisdictions, made available at www.sentiagruppen.com, https://www.abgsc.com/transactions, www.dnb.no/emisjoner, www.seb.no and www.nordnet.no/se/.

The Offering comprises an institutional offering, a retail offering and the employee offering. Applications in the retail offering can be made through the websites listed above from commencement of the application period for the retail offering and the employee offering, or by executing and submitting the application form appended to the Prospectus to one of the Managers, provided that applicants in the retail offering who are located in Sweden are only permitted to apply through the webservices of Nordnet.

Applications in the employee offering by employees who are residents of Norway are recommended to apply for Offer Shares through a separate link, which will be available on the Group's intranet and/or distributed by email upon commencement of the application period. Applicants who do not have access to the link must apply for shares by executing and submitting the application form appended to the Prospectus to DNB Carnegie (acting as the manager in the employee offering). Applications may also be made electronically through the Nordnet webservice.

Applicants in the employee offering who are residents of Sweden are only permitted to apply through Nordnet's webservice.

Subscriptions in the institutional offering can be made by contacting one of the Managers during the bookbuilding period.

The bookbuilding period for the institutional offering (the “Bookbuilding Period”) will commence today at 09:00 (CEST) on 3 June 2025 and expire at 14:00 (CEST) on 11 June 2025, and the application period for the retail offering and the employee offering (the “Application Period”) will commence today at 09:00 (CEST) on 3 June 2025 and will expire at 12:00 (CEST) on 11 June 2025. The Bookbuilding Period may be shortened or extended at any time and the Application Period may be extended at any time, however so that they cannot be extended beyond 16:30 (CEST) on 25 June 2025.

In the event of a shortening of the Bookbuilding Period, or an extension of the Bookbuilding Period and the Application period, the allocation date, the payment due date and the date of delivery of Offer Shares will be changed accordingly, but the date of the listing and commencement of trading of the Company’s shares on Euronext Oslo Børs may not necessarily be changed.

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About Sentia

Sentia is a Nordic construction group with a leading[1] position in select markets. Sentia builds large, complex projects such as commercial buildings, hospitals, universities and cultural centers for public and private clients. The Group is active in partnering and collaboration and generates the majority of its revenues from recurring clients. Sentia consists of the companies HENT in Norway as well as Vestia, SSEA, and Kiruna Målbygg in Sweden. The Group employs approximately 1,400 employees and revenues in 2024 amounted to 10.6 billion NOK, making it the sixth largest construction company in Norway and Sweden.[2]

About Ratos

Ratos is a Swedish publicly listed business group consisting of 14 companies across three business areas: Construction & Services, Industry and Consumer. The Group operates mainly in the Nordic region, with net sales of SEK 32 billion and an adjusted EBITA of SEK 2.3 billion in 2024, and with a total workforce of around 10,900 employees. Ratos is headquartered in Stockholm, Sweden.

We have a distinct corporate culture and strategy – everything we do is based on our core values: Simplicity, Speed in Execution and It’s All About People. We enable independent subsidiaries to excel by being part of something larger.

Advisors

ABG Sundal Collier ASA and DNB Carnegie, a part of DNB Bank ASA, are acting as Joint Global Coordinators and Joint Bookrunners in the Listing and the Offering (the "Joint Global Coordinators"), and Skandinaviska Enskilda Banken AB (publ), Oslo branch, is acting as Joint Bookrunner (together with the Joint Global Coordinators, the "Managers").

Advokatfirmaet Schjødt is acting as legal advisor to Sentia and Ratos as to Swedish and Norwegian law, and Advokatfirmaet Thommessen is acting as legal advisor to the Managers.

For further queries, please contact:

Sverre Hærem, CFO & Investor Relations
+47 95 24 51 67, sh@sentiagruppen.com

Anna Oxenstierna, Communication & Sustainability
+46 708 15 84 85, ao@sentiagruppen.com

Media contact in Norway:
Geir Arne Drangeid, Partner and Senior Adviser in First House
+ 47 913 10 458 Email: gad@firsthouse.no

Ratos contact

Anna Vilogorac, CFO & Investor Relations
+46 70 616 50 19 anna.vilogorac@ratos.com

Katarina Grönwall, VP Communication & Sustainability
+46 70 300 35 38, katarina.gronwall@ratos.com

Important notice

This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities of Sentia ASA (the “Company”). The information contained in this announcement is for informational purposes only and does not purport to be full or completed. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

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 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 portion of this offering in the United States or to conduct a public offering in the United States. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.

It may be unlawful to distribute this announcement in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into the United States of America, Australia, Canada, Japan, South Africa or to any other jurisdiction where such distribution would be unlawful. The information in this announcement does not constitute an offer of securities for sale in such jurisdictions.

In the United Kingdom, this announcement is for distribution only to and is directed only at persons who (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area, other than Norway and Sweden, which has implemented the Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Regulation, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Company or any of the joint global coordinators to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Company nor any of the Managers have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by the Managers which constitute the final placement of the securities contemplated in this announcement. Neither the Company nor any of the Managers have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises for the Company or any Managers to publish or supplement a prospectus for such offer.

The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Company's shares. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Company's shares and determining appropriate distribution channels.

This announcement includes forward-looking statements which include statements regarding the Company’s business strategy, financial condition, profitability, results of operations and market data, as well as other statements that are not historical facts. Words such as “believe,” “anticipate,” “plan,” “expect,” “target,” “estimate,” “project,” “predict,” “forecast,” “guideline,” “should,” “aim,” “continue,” “could,” “guidance,” “may,” “potential,” “will,” as well as similar expressions and the negative of such expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying these statements. 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 Company 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.

This is not a prospectus but an advertisement and investors should not subscribe for or purchase any securities or make any investment decisions referred to herein except on the basis of information contained in the prospectus issued by the Company. The prospectus will be published and made available on the Company’s website www.sentiagruppen.com.

BUSINESS SUBJECT TO MANDATORY FILING UNDER THE SWEDISH SCREENING OF FOREIGN DIRECT INVESTMENTS ACT

The Company assesses that it carries out protection-worthy activities under the Swedish Screening of Foreign Direct Investments Act (Sw. lagen (2023:560) om granskning av utländska direktinvesteringar) (the "Swedish FDI Act"). In accordance with the Swedish FDI Act, the Company must inform presumptive investors that the Company's activities may fall under the regulation and that the investment may be subject to mandatory filing. If an investment is subject to mandatory filing, it must prior to its completion, be filed with the Inspectorate of Strategic Products (the "ISP"). An investment may be subject to mandatory filing, inter alia, if i) the investor, any member of its ownership structure, or any other person on whose behalf the investor is acting, would, following the investment, directly or indirectly, hold voting rights equal to or exceeding any of the thresholds of 10, 20, 30, 50, 65 or 90 percent (%) of the voting rights in the Company, or ii) the investor, a member of the investor's ownership structure or a person on whose behalf the investor is acting would, in some other way, as a result of the investment have a direct or indirect influence of the management of the Company. The investor may be imposed an administrative sanction if an investment that is subject to mandatory filing is carried out before the ISP has either i) decided to take no action, or ii) authorized the investment. For more information on which investments that may be subject to mandatory filing, please refer to the Swedish FDI Act and ISP's website, https://isp.se/eng/foreign-direct-investment/. Similar mandatory filing requirements may also apply in other jurisdictions. Each investor should consult an independent legal advisor as to assess the possible application of the Swedish FDI Act or similar screening regimes in other jurisdictions in relation to the Offering for the individual investor.

[1] "Leading" refers to being the 6th largest construction company based on publicly listed and private competitors’ revenue in Norway and Sweden in 2023.
[2] Based on publicly listed and private competitors’ revenue in Norway and Sweden in 2023.