B2I: Contemplated secondary placement of existing shares in B2 Impact ASA ("B2 Impact" or the "Company")
2026-09-15 16:50:33
NOT FOR GENERAL 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.
15 September 2026
Contemplated secondary placement of existing shares in B2 Impact ASA ("B2
Impact" or the "Company")
Nevedal Invest AS (the "Seller"), ultimately controlled by Searchlight Capital
Partners, L.P. and Gulen Invest AS, is currently contemplating a sale of
approximately 26.0 million existing ordinary shares in B2 Impact (the "Placing
Shares"), representing approximately 7.0% of B2 Impact's issued share capital.
The Placing Shares will be offered through a placing to eligible institutional
and other professional investors by means of an accelerated bookbuild (the
"Placing"). Arctic Securities AS ("Arctic Securities") and Deutsche Bank AG
("Deutsche Bank") are acting as Joint Bookrunners (together referred to as the
"Joint Bookrunners") in connection with the Placing.
The price per Placing Share will be determined through the accelerated bookbuild
process at an indicative price range of between NOK 23.35 to 24.00 per share.
The Placing will be denominated in NOK. The Seller reserves the right, at its
sole discretion, to sell no Placing Shares at all.
The bookbuilding period will commence with immediate effect following this
announcement (15 September 2026) and is expected to close before 08:00 CEST on
16 September 2026 (T). The Placing will be unconditional as of the time of
allocation. The Placing Shares will be unconditional as of the time of
allocation. The Placing Shares will be tradeable upon allocation and settlement
of the Placing will be conducted on a delivery-versus-payment basis (DVP T+2).
The Joint Bookrunners may, in their sole discretion, extend, shorten or close
the bookbuilding period at any time and for any reason without notice. If the
bookbuilding period is extended, shortened or closed, the other dates referred
to herein may be changed accordingly. A further announcement will be made as
soon as practicable following the completion of the bookbuild and pricing of the
Placing.
The Seller currently owns 89.7 million ordinary shares in the Company,
representing approximately 24.2% of the total outstanding shares and voting
rights in the Company. Following completion of the Placing, it is expected that
the Seller will hold approximately 63.7 million ordinary shares in the Company,
representing approximately 17.2% of the total outstanding shares and voting
rights, in respect of which the Seller has entered into a lock-up commitment
(subject to customary exceptions and waivers) for a period ending 90 days
following settlement of the Placing.
The Seller will receive the net proceeds from the Placing. The Company is not a
party to the Placing and will not receive any proceeds from the Placing.
The Placing will be made pursuant to applicable exemptions form the obligation
to publish a prospectus in Norway as well as exemptions for the securities laws
of other applicable jurisdictions. The minimum order and allocation in the
Placing have been set to the NOK equivalent of EUR 100,000. The Joint
Bookrunners may, however, offer and allocate an amount below the NOK equivalent
of EUR 100,000 in the Placing to the extent exemptions from prospectus
requirements, in accordance with Regulation (EU) 2017/1129, are available.
Advokatfirmaet Schjødt AS is acting as Norwegian legal counsel and Paul Weiss
Rifkind, Wharton & Garrison LLP is acting as U.S. legal advisor to the Seller in
connection with the Placing.
For further information, please contact your respective stockbroker contact or:
Arctic Securities +47 21 01 30 70
Deutsche Bank +44 (0) 20 7545 8000
IMPORTANT NOTICE
The publication or distribution or release of this announcement and the Placing
of the Placing 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 Placing. The
Placing Shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold in the United States unless the Placing Shares are registered
under the Securities Act, or unless offered or sold in a transaction exempt from
the registration requirements of the Securities Act. The Issuer of the Placing
Shares has not registered, and does not intend to register, any portion of the
Placing or the Placing Shares in the United States and does not intend to
conduct a public offering of the Placing Shares in the United States. The
Placing Shares are being offered and sold (i) within the United States only to
"qualified institutional buyers" (as defined in rule 144A under the Securities
Act) in reliance on Rule 144A or another exemption from registration under the
Securities Act and (I) outside the United States in reliance on Regulation S
under the Securities Act.
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
Placing Shares which are the subject of the Placing are offered subject to a
minimum subscription amount per UK Applicant equivalent to at least GBP
100,000). The information regarding the Placing 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.
No offer and sale of Placing 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 Placing
Shares as principal for its own account, or is deemed to be purchasing the
Placing 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 Placing 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 Placing 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
Placing 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 Placing.
The publicly available information of the Company is not the responsibility of,
and has not been independently verified by, the Seller, Arctic Securities or
Deutsche Bank, 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 Placing,
Arctic Securities or Deutsche Bank or any of their Affiliates may take up a
portion of the Placing Shares as a principal position and in that capacity may
retain, purchase, sell, offer to sell for their own accounts such Placing Shares
and other securities of the Company or related investments in connection with
the Placing 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, Arctic Securities, Deutsche Bank or and any of their Affiliates
acting as investors for their own accounts. Arctic Securities and Deutsche Bank
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.
Arctic Securities and Deutsche Bank are acting for the Seller in connection with
the Placing and no-one else and will not be responsible to anyone other than the
Seller for providing for providing advice in relation to the Placing 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 Arctic Securities or
Deutsche Bank 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 Placing 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. This announcement does not represent
the announcement of a definitive agreement to proceed with the Placing and,
accordingly, there can be no certainty that the Placing will proceed. The Seller
reserves the right not to proceed with the Placing or to vary the terms of the
Placing in any way.
advisor. This announcement does not represent\
the announcement of a definitive agreement to proceed with the Placing and\,\
accordingly\, there can be no certainty that the Placing will proceed. The Seller\
reserves the right not to proceed with the Placing or to vary the terms of the\
Placing in any way.\