03:00:30 Europe / Stockholm

Kurs & Likviditet

Kursutveckling och likviditet under dagen för detta pressmeddelande

Kalender

2025-05-28 Årsstämma 2025
2025-02-28 Bokslutskommuniké 2024
2024-08-15 Kvartalsrapport 2024-Q2
2024-03-05 Bokslutskommuniké 2023
2024-02-02 15-6 2024
2023-08-08 Kvartalsrapport 2023-Q2
2023-06-21 Årsstämma 2023
2023-03-07 Ordinarie utdelning MNTR 1.75 NOK
2023-03-06 Extra Bolagsstämma 2023
2023-02-08 Bokslutskommuniké 2022
2022-10-26 15-10 2022-Q3
2022-08-11 Kvartalsrapport 2022-Q2
2022-05-27 Ordinarie utdelning MNTR 0.00 NOK
2022-05-25 Årsstämma 2022
2022-03-16 Extra Bolagsstämma 2022
2022-02-10 Bokslutskommuniké 2021
2021-11-15 Kvartalsrapport 2021-Q3
2021-08-16 Kvartalsrapport 2021-Q2
2021-05-27 Ordinarie utdelning MNTR 0.00 NOK
2021-05-26 Årsstämma 2021
2021-05-12 Kvartalsrapport 2021-Q1
2021-02-25 Bokslutskommuniké 2020
2020-11-12 Kvartalsrapport 2020-Q3

Beskrivning

LandNorge
ListaEuronext Growth Oslo
SektorInformationsteknik
IndustriElektronisk utrustning
Mintra Holding är verksamma inom IT-branschen. Bolaget är specialiserade inom utveckling av mjukvarubaserade plattformar. Programvaran är egenutvecklad och används huvudsakligen för administration, fakturering samt som system för ledarskap och managementfrågor. Kunderna består av företagskunder verksamma inom flera sektorer. Utöver huvudverksamheten erbjuds diverse mervärdestjänster. Störst verksamhet återfinns inom den nordiska marknaden.
2023-11-29 08:30:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY
OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.


Oslo, 29 November 2023: Reference is made to the announcement made by Ferd AS
and Tjaldur Holdco II AS (together, the "Investors"), acting through Minerva
Topco AS (the "Offeror"), a single purpose vehicle established for the purpose
of the Offer (as defined below), on 23 November 2023.


Today, the Offeror announces the issue of an offer document (the "Offer
Document") and the start of the acceptance period (the "Offer Period") for the
tender cash offer to acquire all outstanding shares (the "Shares") of Mintra
Holding AS ("Mintra" or the "Company"), not already owned by the Investors or to
which the Offeror is otherwise entitled, at a price of NOK 3.50 per Share (the
"Offer"). The Investors currently own a total of ~75.7% of the shares in Mintra.

The Offer Document will be sent to all shareholders of Mintra as registered in
the Company's shareholder register in Euronext VPS as of the date hereof, in
jurisdictions where the Offer Document may be lawfully distributed. The Offer
Document will also be, subject to regulatory restrictions in certain
jurisdictions, available at https://www.nordea.com/en/issuances.


KEY INFORMATION ABOUT THE OFFER

o The Offer Period will commence on 29 November 2023 and expire at 16:30 (CET)
on 13 December 2023, subject to extensions at the sole discretion of the
Offeror.
o A consideration in cash of NOK 3.50 will be offered per Share (the "Offer
Price"), subject to adjustments pursuant to the terms and conditions of the
Offer.
o Following expiry of the Offer Period, settlement of the Offer will take place
within two (2) weeks after the date on which the Offeror confirms that the
closing conditions set out in section 2.10 "Settlement" of the Offer Document
have been satisfied or waived. All closing conditions are set out in section 2.3
"Conditions to the Offer" of the Offer Document.
o The receiving agent for the Offer is Nordea Bank Abp, filial i Norge.
o Tjaldur is represented on the board of directors of Mintra by Rúni M. Hansen
(chair) and Nils Jegstad (board member). Ferd is not represented on the board of
directors of Mintra, however, board member Torfinn Kildal has over several years
been an industrial advisor to Ferd. In addition, Ketil Toska (employee
representative on the board) has together with Mintra's management and certain
other employees committed to contribute his shares in Mintra in exchange for
shares in the Offeror upon completion of the Offer. The Offeror has therefore
not initiated discussions with the board of directors of Mintra to provide a
statement to the Offer.
o The Offeror aims to delist Mintra from Euronext Growth upon completion of the
Offer.

The complete terms and conditions for the Offer, including the procedures for
how to accept the Offer, are set out in the Offer Document.


CONTRIBUTION OF SHARES TO THE OFFEROR

In addition to the Investors, the below members of the Company's management, as
well as employees of Mintra who own shares in the Company, have been offered to
contribute their Shares in Mintra to the Offeror, in exchange for shares in the
Offeror, at the Offer Price. Consequently, a total of ~79.5% of Mintra's
outstanding share capital will be contributed to the Offeror upon completion of
the Offer. See section 3.2 "Investment Agreement and Share Contribution" of the
Offer Document for further details.

- Kevin Short, Chief Executive Officer (currently holds 2,089,086 shares)
- Gareth Gilbert, Chief Operating Officer (currently holds 1,560,526 shares)
- Siren Berge, Chief Technology Officer (currently holds 1,522,744 shares)
- Kjetil Flood, Chief Commercial Officer (currently holds 133,304 shares)
- Jostein R. H. Hufthammer, Chief Financial Officer (currently holds 110,000
shares)


ADVISORS

Nordea Bank Abp, filial i Norge is acting as receiving agent and financial
advisor to Ferd and Tjaldur in connection with the Offer. Wikborg Rein
Advokatfirma AS is acting as legal advisor to Ferd and Advokatfirmaet CLP DA is
acting as legal advisor to Tjaldur.

* * *

For further queries, please contact:

Gustav Martinsen, Chairman, Minerva Topco AS, +47 957 39 240
Nils Jegstad, Board member, Minerva Topco AS, +47 971 34 058



ABOUT MINTRA

Mintra is the provider of global solutions for digital learning, competence and
workforce management, primarily for energy, maritime and safety-critical
industries. Mintra's portfolio of digital products includes workforce planning,
training and skills management. More than 4,100 enterprises trust the company to
improve security, increase efficiency and reduce costs. Mintra is an employer of
choice and its global team prides itself on the culture of collaboration and
exploration to enable the delivery of innovation to its customers. Mintra is
headquartered in Bergen, Norway, with offices and operations to support the
delivery of on- and offline services to its global customers 24/7.

ABOUT FERD

Ferd is a Norwegian family-owned investment company owned by the fifth and sixth
generations of the Andresen family. Ferd is committed to creating enduring value
and leave clear footprints through ownership of businesses and investments in
financial assets. For Ferd, value creation is about generating more than just a
financial return. It is also about making a positive contribution to the growth
and development of society and protection of our environment. Ferd's
wide-ranging activities encompass active ownership and corporate development at
private and listed companies, investment in financial assets, real estate
development, investment via external managers, impact investing and social
entrepreneurship.

ABOUT TJALDUR

Tjaldur is an industrial holding company registered in the Faroe Islands and
focuses its investments in companies in the North Atlantic. Tjaldur has
comprehensive operating experience and industrial insight doing business in the
Energy and Marine industry and invests in companies with improvement potential
and the possibility for international growth. Tjaldur is an active owner and
focuses on long term sustainable growth.


* * *

IMPORTANT NOTICE

The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions. The
Offer Document and related acceptance forms will not and may not be distributed,
forwarded or transmitted into or within any jurisdiction where prohibited by
applicable law, including, without limitation, Canada, Australia, New Zealand,
South Africa, Hong Kong and Japan. The Offeror does 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.

This announcement is not a tender offer document and, as such, does not
constitute an offer or the solicitation of an offer to acquire the Shares.
Investors may accept the Offer only on the basis of the information provided in
the Offer Document. Offers will not be made directly or indirectly in any
jurisdiction where either an offer or participation therein is prohibited by
applicable law or where any tender offer document or registration or other
requirements would apply in addition to those undertaken in Norway.

Nordea Bank Abp, filial i Norge is acting as financial adviser to Ferd and
Tjaldur and no one else in connection with the Offer and will not regard any
other person as its client in relation to the Offer and will not be responsible
to anyone other than the Ferd and Tjaldur for providing the protection afforded
to clients of Nordea, nor for providing advice in relation to the Offer.

Notice to U.S. Holders

U.S. Holders (as defined below) are advised that the Shares are not listed on a
U.S. securities exchange and that the Company is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended
(the "U.S. Exchange Act"), and is not required to, and does not, file any
reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.
The Offer will be made to holders of Shares resident in the United States ("U.S.
Holders") on the same terms and conditions as those made to all other holders of
Shares in the Company to whom an offer is made. Any information documents,
including the Offer Document, will be disseminated to U.S. Holders on a basis
comparable to the method that such documents are provided to the Company's other
shareholders to whom an offer is made. The Offer will be made by the Offeror and
no one else.

The Offer is made to U.S. Holders pursuant to Section 14(e) and Regulation 14E
under the U.S. Exchange Act as a "Tier I" tender offer, and otherwise in
accordance with the requirements of Norwegian law. Accordingly, the Offer is
subject to disclosure and other procedural requirements timetable, settlement
procedures and timing of payments, that are different from those that would be
applicable under U.S. domestic tender offer procedures and law.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the
Offeror and its affiliates or brokers (acting as agents for the Offeror or its
affiliates, as applicable) may from time to time, and other than pursuant to the
Offer, directly or indirectly, purchase or arrange to purchase, Shares or any
securities that are convertible into, exchangeable for or exercisable for such
Shares outside the United States during the period in which the Offer remains
open for acceptance, so long as those acquisitions or arrangements comply with
applicable Norwegian law and practice and the provisions of such exemption. To
the extent information about such purchases or arrangements to purchase is made
public in Norway, such information will be disclosed by means of an English
language press release via an electronically operated information distribution
system in the United States or other means reasonably calculated to inform U.S.
Holders of such information. In addition, the financial adviser to Ferd and
Tjaldur or its respective affiliates may also engage in ordinary course trading
activities in securities of the Company, which may include purchases or
arrangements to purchase such securities.

Neither the SEC nor any securities supervisory authority of any state or other
jurisdiction in the United States has approved or disapproved the Offer or
reviewed it for its fairness, nor have the contents of the Offer Document or any
other documentation relating to the Offer been reviewed for accuracy,
completeness or fairness by the SEC or any securities supervisory authority in
the United States. Any representation to the contrary is a criminal offence in
the United States.