7.6.2024 06:30:00 CEST | Magnora ASA | Additional regulated information required to be disclosed under the laws of a member state

Key information regarding the Reorganization and the Listing is set out below

NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Reference is made to previous stock exchange announcements published by Magnora ASA ("Magnora" or the "Company") regarding a spin-off demerger relating to a subsequent listing on the Oslo Stock Exchange of Magnora's legacy business (the "Listing"). The legacy business will be owned by Hermana Holding ASA ("Hermana") through its subsidiary, Western Isles Holding AS.

After the spin-off demerger and at the time of Listing, Magnora's shareholders will own 70% of the shares in Hermana. Magnora will contribute its remaining shareholding in Western Isles Holding AS in exchange for 30% of the shares in Hermana. This transaction is expected to be registered in the Norwegian Register of Business Enterprises ("NRBE") on or about 17 June 2024.Hence, at the time of listing, Magnora will hold 30% of the shares in Hermana. The reorganization, spin-off, demerger and issuance of shares to Magnora shall hereinafter together be referred to as the "Reorganization". Further details regarding the Reorganization will be set out in a prospectus prepared in relation to the Listing, expected to be published before first day of trading in Hermana's shares on the Oslo Stock Exchange.

Key information regarding the Reorganization and the Listing is set out below:

Date of final approval of the spin-off demerger was: 23 April 2024

Last day including right to shares in Hermana is: 14 June 2024

Ex. date is: 17 June 2024

Record date is: 18 June 2024

Shares in Hermana become tradeable is: 18 June 2024*

Listing date is: 18 June 2024**

Exchange ratio: One Magnora share gives the right to receive one Hermana share***

ISIN for the Hermana shares: NO 001 3209239

This information is published in accordance with the requirements of the Continuing Obligations.

* Completion of the distribution of shares is subject to satisfaction of the conditions set for the Listing by the Oslo Stock Exchange.

** Subject to timely publication of a prospectus approved by the Financial Supervisory Authority of Norway and satisfaction of the conditions set for the Listing by the Oslo Stock Exchange, the Hermana shares with ISIN NO 001 3209239 are expected to be listed and commence trading on the Oslo Stock Exchange on or about 18 June 2024. No assurance can at this stage be given that the conditions for Listing will be satisfied in time or at all. 

*** As stated in Magnora’s stock exchange notification on 23 April 2024, a third-party valuation obtained in connection with the demerger values Hermana (before the contribution in-kind) at 20.31 percent of the value of Magnora (the "Conversion Ratio"). The assets assigned to Hermana corresponded to NOK 6.057 per share (based on total number shares of 93,931,178 in Hermana at the time of Listing, such number reflecting the new shares to be issued to Magnora). Please note that this valuation has been prepared previously for corporate, accounting and tax purposes and may not be indicative of the market capitalisation of Hermana once trading in the Hermana shares commence at the Oslo Stock Exchange.

Please note that the Conversion Ratio has implications for the input value (Nw: inngangsverdi) of shares both in Magnora and Hermana for Norwegian tax purposes. The shareholders retain their total input values, but the input values are redistributed from the shares in Magnora to the shares in Hermana following the Conversion Ratio. I.e., a shareholder with input value of NOK 10 per share in Magnora before the Reorganization will after the Reorganization have an input value of NOK 7.969 per share in Magnora and NOK 2.031 per share in Hermana. The Conversion Ratio will also determine the relative split of paid-in capital between Magnora and Hermana.

DISCLOSURE REGULATION

This information is subject to the disclosure requirements of the Oslo Stock Exchange pursuant to Oslo Rule Book II – Issuer Rules.

IMPORTANT NOTICE

These materials do not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of Magnora or Hermana (each, an "Issuer") in the United States or any other jurisdiction. The securities of the Issuer may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Issuer have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made 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 EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).

In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are 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. Persons distributing this communication must satisfy themselves that it is lawful to do so.

This announcement is for information purposes only. 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 of the Issuer.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. Specifically, neither this announcement nor the information contained herein is for publication, distribution, or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Disclosure regulation

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

Contacts

• Erik Sneve, CEO, email: es at magnoraasa.com

About Magnora ASA

Magnora ASA (OSE: MGN) has a legacy royalty business that is re-invested in renewable energy development projects and companies. Magnora’s portfolio of renewable companies consists of Helios Nordic Energy AB, Kustvind AB, Magnora Offshore Wind AS, Magnora Solar PV UK, Hafslund Magnora Sol AS, Magnora South Africa, and AGV. The company is listed on the main list on Oslo Stock Exchange under the ticker MGN. 

Attachments

• Download announcement as PDF.pdf