Tananger, Norway 29 May, 22:00 (CEST). 
Introduction
Today, Dwellop AS (the "Company"), has entered into a business combination agreement (the "BCA") with Habu Holding AS, the majority shareholder of Phuel Oil Tools Ltd., a Scottish private limited liability company with business registration number SC269131 ("POT"), through its subsidiary Habu Services AS, concerning the combination of the Company and POT's business (the "Business Combination").

Pursuant to the BCA the Business Combination will be carried out by all shareholders of POT transferring their shares of POT to the Company for a total purchase price of NOK 34,514,222. In consideration for the POT shares, the POT shareholders will receive 117,196 new shares in the Company at a subscription price of NOK 294.50 per share (the "Consideration Shares"), valuing the Company to NOK 87,015,032 prior to the Business Combination. 

Subject to completion of the Business Combination, the existing shareholders of the Company will hold 71.60% of the shares of the Company, while the remaining 28.40% of the shares will be held by the previous shareholders of POT. 

The Consideration Shares will be issued to the POT shareholders by a capital increase as contribution in kind in the Company. The Business Combination is therefore subject to, inter alia, the approval by the general meeting of the Company, as described further below. 

This information is considered inside information pursuant to section 2 of the NOTC Continuous Obligations for companies with shares registered on NOTC. As of this notice, all inside positions are considered to be neutralised. 

The rationale for the Business Combination 
Management believes that the Business Combination and the related growth opportunities will create long term value for the shareholders. Dwellop will now expand the business portfolio and get access to new international markets.

Conditions precedent to the Business Combination and further process
The Company's, Habu Holding AS' and the POT shareholders' obligation to complete the Business Combination is conditional upon: (i) Habu Holding AS having secured the unconditional acceptance and adherence to the BCA of the remaining POT shareholders, and (ii) the necessary corporate approvals in the Company, including the general meeting resolving to approve the issuance of the Consideration Shares.  

In due course, the board of directors of the Company will summon the shareholders of the Company to the annual general meeting of the Company, where inter alia, the Business Combination and the issuance of the Consideration Shares will be considered and resolved upon. 


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For further information, please contact:
Helge Hustoft, Chief Executive Officer
Phone: +47 51 57 29 12
Mobile: +47 91 57 58 76
E-mail: helge.hustoft@dwellop.no
This information is published in accordance with the disclosure requirements set out in the Continuing Obligations for companies with shares registered on the NOTC-List.

This information is published in accordance with the disclosure requirements set out in the Continuing Obligations for companies with shares registered on the NOTC-List. 
The law firm Wikborg Rein has acted as legal advisor for the Company, while the law firm Schjødt has acted as the legal advisor for Habu Holding AS. 
This notice may contain statements about future events and expectations that are forward-looking statements. Any statement in this notice that is not a statement of historical fact including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations is a forward-looking statement that involves known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. The Company assumes no obligations to update the forward-looking statements contained herein to reflect actual results, changes in assumptions or changes in factors affecting these statements.