Bifogade filer
Beskrivning
Land | Norge |
---|---|
Lista | Oslo Bors |
Sektor | Tjänster |
Industri | Shipping & Offshore |
2025-05-27 17:00:50
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN CANADA, JAPAN, HONG KONG, SOUTH AFRICA, NEW ZEALAND OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
27 May 2025: Reference is made to announcement of 29 April 2025 by Geveran
Trading Co Ltd, Wilhelmsen New Energy AS and EPS Ventures Ltd (the
"Shareholders") regarding an unconditional mandatory cash offer (the "Mandatory
Offer") to acquire all outstanding shares in Edda Wind ASA (the "Company" or
"Edda Wind") not already owned by them, such Mandatory Offer to be made by
Electric AS (the "Offeror"), a company jointly owned by the Shareholders.
The Norwegian Financial Supervisory Authority (the "NFSA", Nw.: Finanstilsynet),
in its capacity as take-over supervisory authority in Norway, has today approved
the offer document for the Mandatory Offer (the "Offer Document") pursuant to
section 6-14 of the Norwegian Securities Trading Act.
The offer price in the Mandatory Offer is NOK 23.00 (the "Offer Price") in cash
per Edda Wind share. The acceptance period under the Mandatory Offer is from
09:00 (CEST) on 28 May 2025 to 27 June 2025 at 16:30 (CEST). Settlement of the
Mandatory Offer will take place within two weeks following the end of the
acceptance period, and thus at the latest on 11 July 2025.
As the Offeror holds more than 90% of the shares and votes of the Company, the
Offeror has resolved a compulsory acquisition of the remaining Edda Wind shares
not already held by it (the "Compulsory Acquisition") and the Offer Document
therefore also includes notice of redemption price under the Compulsory
Acquisition. The redemption price in the Compulsory Acquisition is the same as
the Offer Price, i.e. NOK 23.00 in cash per Edda Wind share. The Compulsory
Acquisition of the remaining shares in Edda Wind takes effect today, and,
consequently, the Offeror is now the owner of 100% of the shares of Edda Wind as
from 27 May 2025. A PDMR notice is attached to this announcement.
The complete terms and conditions of the Mandatory Offer and the Compulsory
Acquisition are set out in the Offer Document. The Mandatory Offer may only be
accepted on the basis of the Offer Document, which will be distributed to the
shareholders in Edda Wind as registered in Euronext Securities Oslo (the
Norwegian Central Securities Depository, VPS) as of the date of the Offer
Document, except for shareholders in jurisdictions where it may not be lawfully
distributed. The Offer Document may be obtained during ordinary business hours
at the office of from DNB Carnegie, a part of DNB Bank ASA, located at Dronning
Eufemias gate 30, 0191 Oslo, Norway, and will, subject to regulatory
restrictions in certain jurisdictions, available at
https://www.dnb.no/emisjoner.
Shareholders who accept the Mandatory Offer will receive settlement no later
than two weeks after the expiry of the acceptance period, and no later than 11
July 2025. Shareholders who do not take any action to accept the Mandatory Offer
and remain passive, will upon the expiry of the statutory objection deadline 28
July 2025 be deemed to have accepted the amount offered in the Compulsory
Acquisition, and will receive settlement within two weeks after such date.
******
DNB Carnegie, a part of DNB Bank ASA is acting as financial advisor to the
Offeror and its affiliates in connection with the Mandatory Offer and the
Compulsory Acquisition. Schjødt is acting as legal advisor.
******
Important notice
The Mandatory Offer and the distribution of this announcement and other
information in connection with the Mandatory Offer may be restricted by law in
certain jurisdictions. The Mandatory Offer and the Offer Document are not to be
regarded as an offer, whether directly or indirectly, in jurisdictions where,
pursuant to legislation and regulations in such relevant jurisdictions,
presenting and/or accepting such an offer would be prohibited by applicable law,
include Canada, Australia, South Korea, New Zealand, South Africa, Hong Kong,
and Japan. Shareholders are referred to the Offer Document, when published, for
a description of applicable restrictions. The Offeror and its affiliates do not
assume any responsibility in the event there is a violation by any person of
such restrictions. Persons into whose possession this announcement or such other
information should come are required to inform themselves about and to observe
any such restrictions.
Shareholders of the Company must rely upon their own examination of the Offer
Document. Once published, each shareholder should study the Offer Document
carefully in order to be able to make an informed and balanced assessment of the
Offer and the information that is discussed and described therein. Shareholders
should not construe the contents of this announcement as legal, tax or
accounting advice, or as information necessarily applicable to each shareholder.
Each shareholder should seek independent advice from its own financial and legal
advisors prior to making a decision to accept the Mandatory Offer.
This announcement is not intended to be and does not constitute or contain any
investment recommendation as defined by Regulation (EU) No 596/2014 (as it forms
part of the domestic law in the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018).
The Mandatory Offer relates to shares of a Norwegian company listed and trading
on Oslo Børs and is subject to the legal provisions of the Securities Trading
Act regarding the implementation and disclosure requirements for such an offer,
which differ substantially from the corresponding legal provisions of other
jurisdictions, including those of the United States. The Mandatory Offer is
subject to disclosure and other procedural requirements, including with respect
to the offer timetable, payment and settlement procedures, which are different
from those which could be applicable under such rules, including under US
domestic tender offer procedures and law.