NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY IN UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH THE DISTRIBUTION OR
RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES.
Oslo, 14 July 2025: Reference is made to the stock exchange notice by BlueNord
ASA ("BlueNord" or the "Company") on 18 June 2025 where the Company announced
its intention to declare a total distribution of USD 253 million to its
shareholders, comprising of USD 203 million as cash dividend and up to USD 50
million in a share repurchase. The cash dividend was paid on 4 July 2025.
Based on the authorization granted by the annual general meeting of the Company
on 22 May 2025 for the Company's Board to acquire up to 30% of the share capital
of the Company, the Company hereby launches a tender offer to purchase shares of
the Company up to the NOK equivalent of USD 50 million (the "Offering"). The
Offering will be conducted as a reverse book building process in which
shareholders can submit sales offers.
The acquisition of shares is subject to offer demand and prices and as further
determined by the Company's Board. The Company reserves the right, at its own
discretion, to acquire fewer shares or no shares at all in the Offering. To the
extent the Company elects to buy back less than USD 50 million, the remaining
amount will be paid to shareholders as a dividend.
The purpose of the shares acquired in the Offering is expected to be used in the
Company group's share incentive program, and for the remaining (majority part)
to be cancelled at a later stage, subject to approval by a general meeting
resolution.
The Company has mandated DNB Carnegie, a part of DNB Bank ASA, as Manager for
the Offering.
Shareholders in the Company, who may lawfully participate, are invited to sell
shares in the Offering, subject to the restrictions set out herein. Shareholders
wanting to sell shares in the Offering are required to complete and send the
attached acceptance form to DNB Carnegie at demand@dnb.no before the end of the
Application Period (as defined below). Existing customers of DNB Carnegie can
contact DNB Carnegie at +47 24 16 90 20 with their respective volume and price
targets.
The Offering will be carried out by means of a reverse book building process
where the Company, through DNB Carnegie, will receive offers for desired
volume(s) at desired price(s) for sale from the shareholders. The Company
reserves the right to, at its own discretion, accept any volume up to an
accepted price, or to reject any and all received offers in the contemplated
Offering. The Company may further, at its sole discretion amend, terminate or
withdraw the Offering at any time until the time of completion of the Offering.
The application period for tendering shares in the Offering commences at 09:00
hours CEST on 14 July 2025 and is expected to close at 16:30 hours CEST on 16
July 2025 (the "Application Period"). The final price offered by the Company and
the allocation of tendered shares are expected to be resolved by the Company on
or about 16 July 2025, the trade date is expected to be on or about 17 July 2025
and the settlement date is expected to be on or about 21 July 2025. The
settlement will either be conducted on a normal delivery-versus-payment basis
(DVP) or through the VPS system. The Company reserves the right to extend or
cancel the Application Period at its own discretion. If the Application Period
is amended the other dates referred to herein may be amended accordingly.
The Company will - in the event of receiving acceptances for shares above the
NOK equivalent of USD 50 million - depending on the prices and volumes shown by
selling shareholders and subject to the restrictions set out herein and
applicable legislation, allocate shares at its discretion, with the equal
treatment of shareholders as the primary objective.
The Company currently has a total of 26,498,640 shares issued. The Company does
not hold any own shares prior to the Offering.
Advokatfirmaet BAHR AS is acting as the Company's legal advisor.
IMPORTANT NOTICE
The Offering will be carried out in accordance with applicable laws and
regulations and information pertaining to the Offering will be disclosed by way
of stock exchange notices.
The information contained herein about the Offering is considered to be inside
information pursuant to the EU Market Abuse Regulation (MAR) and is subject to
the disclosure requirements pursuant to MAR article 17 and section 5-12 of the
Norwegian Securities Trading Act. This stock exchange release was published by
Cathrine Torgersen at the time and date as set out above.
Shareholders considering to tender their shares in the Offering are advised to
consult with their own tax advisers with respect to the tax position in their
country of residence or other jurisdictions to which they may have a tax
liability as a result of a sale of shares in the Offering.
The Offering and the distribution of this announcement and other information in
connection with the Offering may be restricted by law in certain jurisdictions
(including, but not limited to, the United States, Canada, Australia and Japan).
Neither the Company nor the bookrunner in the Offering assume any responsibility
in the event there is a violation by any person of such restrictions. This
includes shareholders who have changed their domicile to such jurisdictions but
which may access their VPS accounts. Persons into whose possession this
announcement or relevant information should come are required to inform
themselves about and to observe any such restrictions. The Offering is not being
made directly or indirectly in, or by use of the mails of, or by any means or
instrumentality of interstate or foreign commerce of, or any facilities of a
national securities exchange of, the United States of America, its territories
and possessions, any State of the United States and the District of Columbia
(the "United States") or any other jurisdiction in which this would be unlawful,
require registration or other measures. This includes, but is not limited to,
facsimile transmission, internet delivery, e-mail and telephones. Copies of this
release and any related documents are not being, and must not be, mailed, e
-mailed or otherwise distributed or sent in or into the United States or any
such jurisdiction and so doing may invalidate any purported acceptance.
***
Contact:
Cathrine Torgersen, Chief Corporate Affairs Officer
Phone: +47 915 28 501
Email: cathrine.torgersen@bluenord.com
About BlueNord ASA
BlueNord is a strategically important European oil and gas company that
specialises in producing and developing energy resources, and in activities
which support the energy transition. The Company operates in the Danish NorthSea
with a 36.8 percent interest in the Danish Underground Consortium (DUC).
BlueNord is listed on the Oslo Stock Exchange and trades under the ticker"BNOR".
For further information, please visit: www.bluenord.