Elop to explore the opportunity to buy back own shares
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS COMMUNICATION.
4 August 2022
ELOP AS ("ELOP" or the "Company") has engaged Fearnley Securities AS ("Fearnley"
or the "Manager") as sole bookrunner to explore the opportunity to buy back
shares in the Company for up to NOK 25,000,000. The buyback will be conducted as
a reverse book building process where the Manager will gather and accumulate
sales orders from existing shareholders in the Company.
The final purchase price per share will be set based on the sales orders
received at a level representing a satisfactory price and offering volume (to be
determined by the Company at its sole discretion). The final purchase price will
be identical for all selling shareholders.
Once a sales order is placed, it cannot be withdrawn by the selling shareholder
and the selling shareholder is bound to sell the offered shares to the Company
on the offered terms if and at such time the offer is accepted by the Company,
irrespective of whether the Company decides to purchase a lower amount of shares
from a selling shareholder than offered for sale by the respective shareholders.
The book building period commences immediately and is expected to close no later
than 08:00 (CEST) on 5 August 2022. The Company reserves the right to accept
sales offers received after the end of the book building period, as well as to
close or extend the book building period at any time and for any reason in its
sole discretion without further notice. If an acquisition is to be completed,
pricing will follow shortly thereafter. Based on the above closing time,
allocation is expected to be made before 09:00 (CEST) on 5 August 2022 (T), and
settlement is expected to take place on or about 9 August 2022 (T+2) trough a
delivery versus payment transaction. If the book building period is extended,
the above dates will be adjusted accordingly.
For more information or to submit sales offers, please contact Fearnley at
phone: +47 22 93 63 64.
In the event that the total number of received sales offers exceed NOK
25,000,000 (or such lower amount as the Company, in its sole discretion, wishes
to purchase) at or below the price accepted, the Company will perform a pro-rata
reduction in the allocation based on the volume offered by each selling
shareholder with the objective of treating all shareholders equally based on
their indicated interest in participating in the buyback at the final purchase
Elop reserves the right to, at any time, terminate and not complete the offer or
make any amendments with regard to the volume or other terms of the offer.
The buyback will be based on the authorisation provided by the Company's Annual
General Meeting on 29 June 2022.
The contemplated buyback does not affect the ongoing buyback program announced
by the Company on 11 May 2022 (and subsequently increased to a total order of
NOK 20 million on 6 July 2022), which will run until the order is fulfilled as
As of close of trade on 3 August 2022, Elop held a total of 7,800,361 treasury
This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.
The buyback and the distribution of this announcement and other information in
connection therewith may be restricted by law in certain jurisdictions. ELOP and
the Manager 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. The buyback 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.
This includes, but is not limited to, facsimile transmission, internet delivery,
e-mail, telex and telephones. Accordingly, 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 and so doing may invalidate any
purported sales offer.