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Kurs & Likviditet

Kursutveckling och likviditet under dagen för detta pressmeddelande

Beskrivning

LandNorge
ListaOB Match
SektorMaterial
IndustriSkog & Cellulosa
Norske skog är verksamma inom skogsindustrin. Bolaget är en tillverkare av diverse produkter för nyhetstidningar, posters samt kontorspapper. Störst verksamhet återfinns inom den nordiska marknaden, men företaget har även produktionsanläggningar runtom den australiensiska marknaden. Kunderna består av diverse företagskunder inom varierande branscher.

Kalender

2021-10-22 Kvartalsrapport 2021-Q3
2021-07-16 Kvartalsrapport 2021-Q2
2021-04-23 Kvartalsrapport 2021-Q1
2021-04-15 Årsstämma 2021
2021-02-05 Extra Bolagsstämma 2021
2021-02-04 Bokslutskommuniké 2020
2020-10-22 Kvartalsrapport 2020-Q3
2020-08-31 Bonusutdelning NSKOG 3
2020-07-16 Kvartalsrapport 2020-Q2
2020-04-23 Kvartalsrapport 2020-Q1
2020-04-17 Ordinarie utdelning NSKOG 3.25 NOK
2020-04-16 Årsstämma 2020
2020-02-06 Bokslutskommuniké 2019
2021-01-13 16:35:00
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE
"UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION
OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.


Oslo, 13 January 2021. Norske Skog ASA ("Norske Skog" or the "Company" and
together with its subsidiaries the "Group", OSE ticker code "NSKOG") has
retained DNB Markets, a part of DNB Bank ASA, and Pareto Securities AS (jointly,
the "Managers") to advise on and carry out a private placement (the "Private
Placement") of new and existing shares in the Company (the "Offer Shares").
Offer Shares for up to NOK 400 million are new shares to be issued by the
Company in connection with the Private Placement and Offer Shares for up to NOK
400 million are existing shares offered by the Company's largest shareholder, NS
Norway Holding AS, a company owned by funds managed by Oceanwood Capital
Management LLP (the "Selling Shareholder").

The Company intends to use the net proceeds from the sale of new shares in the
Private Placement to finance the Company's green growth projects including entry
into containerboard production, further commercialisation of CEBINATM, continued
qualification testing of bio composites, continued support of Circa Group and
for general corporate purposes.

The sale of existing shares will enhance free float and share overhang,
addressing specific feedback regarding ownership in order to facilitate the
Private Placement. The Company and the Selling Shareholder have agreed to
customary lock-up arrangements with the Managers that will restrict, subject to
certain exceptions, their ability to, without the prior written consent of the
Managers, issue, sell or dispose of shares, as applicable, for a period of 6
months from completion of the Private Placement, subject to certain customary
exemptions.

Trading update
The Group's preliminary EBITDA for Q4 2020 was approximately NOK 110 million
with no adjustments expected for the quarter (Q4 2019 EBITDA of NOK 560 million)
and the preliminary EBITDA for the full year 2020 was approximately NOK 700
million (full year 2019 EBITDA of NOK 1 938 million). The preliminary cash flow
from operations in 2020 was approximately NOK 450 million (2019 cash flow from
operations of NOK 602 million), while maintenance capex in 2020 was
approximately NOK 200 million (2019 maintenance capex of NOK 254 million). Given
the adverse market development for publication paper following the COVID-19
pandemic, and the reduction of demand beyond the structural decline, the Group
expects to recognise an impairment charge of NOK 300-500 million in Q4 2020.
Please note that these are preliminary and unaudited figures and subject to
final accounts for Q4 2020 and for the full year 2020 being completed.

Construction of the waste-to-energy plant at the Bruck mill (Austria) is
progressing according to plan, with expected start-up in H1 2022. As of 31
December 2020 a total of approximately EUR 22 million had been invested in the
construction of the plant (out of the total EUR 72 million investment amount),
and an amount of approximately EUR 10 million had been drawn under the loan
agreement entered into between the Bruck mill and Austrian banks (of a total EUR
54 million loan amount).

The Company has announced and initiated cost savings initiatives with expected
combined cash flow effect in the range of NOK 200-250 million in 2021 compared
to 2020 from the NEXT and Therminator energy efficiency initiatives at the
Saugbrugs mill (as announced on 11 March 2020), the repositioning of the Tasman
mill from newsprint to pulp-on-reel production (as announced on 10 December
2020), the closure of the Saugbrugs PM5 machine (as announced on 22 October
2020), a company-wide cost programme introduced with effect from 1 January 2021
and a reduction in the annual maintenance capex level in 2021 compared to 2020.

The alternative performance measures ("APMs") "EBITDA" and "maintenance capex"
are used above. For a definition and further explanation of how the APMs are
used, reference is made to the Company's Q3 2020 interim accounts, published on
the Company's website
https://www.norskeskog.com/Investors/Reports-and-Presentations/Financial-reports
.

The Private Placement
The Private Placement will be directed towards Norwegian and international
investors, subject to applicable exemptions from relevant registration, filing
and prospectus requirements, and subject to other applicable selling
restrictions. The minimum application and allocation amount has been set to the
NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion,
allocate amounts below EUR 100,000 to the extent exemptions from the prospectus
requirements in accordance with applicable regulations, including the Norwegian
Securities Trading Act and ancillary regulations, are available.

The price for the Offer Shares in the Private Placement will be determined by
the board of directors of the Company (the "Board") following an accelerated
bookbuilding process. The bookbuilding and application period for the Private
Placement commences today, on 13 January 2021 at 16:30 CET, and is expected to
close on 14 January 2021 at 08:00 CET. The Company, after consultation with the
Managers, reserves the right to at any time and in its sole discretion close or
extend the application period or to cancel the Private Placement in its entirety
and for any reason. If the bookbuilding is shortened or extended, the other
dates referred to herein may be changed correspondingly.

Allocation of the shares in the Private Placement will be determined at the end
of the application period, and final allocation will be made by the Board at its
sole discretion, following advice from the Managers.
Completion of the Private Placement is subject to the Board resolving to
allocate Offer Shares and consummate the Private Placement.
The Company will announce the final offer price and the number of Offer Shares
allocated in the Private Placement through a stock exchange notice expected to
be published before opening of the trading on Oslo Stock Exchange on 14 January
2021.

Settlement of the Private Placement will be on a delivery versus payment basis
(normal t+2). For new shares allocated in the Private Placement, delivery versus
payment settlement will be facilitated by existing and unencumbered shares in
the Company being borrowed by the Selling Shareholder pursuant to a share
lending agreement entered into between the Selling Shareholder, the Company and
the Managers. The Offer Shares will thus be tradable from allocation. The
Managers will settle the share loan with new shares in the Company to be issued
by resolutions of the extraordinary general meeting to be held on or about 5
February 2021 (the "EGM"). If the EGM does not resolve to issue new shares, the
redelivery of the borrowed shares will instead be settled in cash by way of
transfer to the Selling Shareholder of the net proceeds from the sale of the
borrowed shares. The Company will in that case not receive any proceeds from the
Private Placement. The Selling Shareholder and investors who are allocated Offer
Shares in the Private Placement will undertake to vote in favour of the issue of
new shares at the EGM.

The Board has considered the offering of new shares in the Private Placement in
light of the requirements in the Norwegian Public Limited Companies Act and the
rules on equal treatment under Oslo Rule Book II for companies listed on the
Oslo Stock Exchange and the Oslo Stock Exchange's Guidelines on the rule of
equal treatment, and the Board is of the opinion that the contemplated
transaction is in compliance with these requirements and guidelines. The share
issuance will be carried out as a private placement in order to widen the
Company's shareholder base and to complete a transaction in an efficient manner.
On this basis and based on an assessment of the current equity markets, the
Company's Board has considered the Private Placement to be in the common
interest of the Company and its shareholders. As a consequence of the Private
Placement structure, the shareholders' preferential rights will be deviated
from.

The Company may, subject to completion of the Private Placement and the Board
being granted an authorisation to this effect at the EGM, carry out a subsequent
offering of new shares in the Company (the "Subsequent Offering") towards
existing shareholders in the Company as of 13 January 2021 (as registered in the
Norwegian Central Securities Depositary ("VPS") as of 15 January 2021), who (i)
were not allocated Offer Shares, and (ii) are not resident in a jurisdiction
where such offering would be unlawful or, would (in jurisdictions other than
Norway) require a prospectus, a registration or similar action. Whether a
Subsequent Offering will be carried out will inter alia depend on the results of
the Private Placement and the subsequent development of the Company's share
price.

The Selling Shareholder currently owns 52,161,386 shares (63.23%) and is
represented as Chair on the board of directors of Norske Skog ASA.

Advisors
DNB Markets, a part of DNB Bank ASA, and Pareto Securities AS are acting as
Joint Bookrunners in connection with the Private Placement. Advokatfirmaet
Thommessen AS is legal advisor to the Company and Wikborg Rein Advokatfirma AS
is acting as legal advisor to the Joint Bookrunners in connection with the
Private Placement.


For further queries, please contact:

Norske Skog media:
Vice President Corporate Communication and Public Affairs
Carsten Dybevig
carsten.dybevig@norskeskog.com
Mob: +47 917 63 117

Norske Skog Investor Relations:
Investor Relations Manager
Even Lund
even.lund@norskeskog.com
Mob: +47 906 12 919


About Norske Skog
Norske Skog is a world leading producer of publication paper with strong market
positions and customer relations in Europe and Australasia. The Norske Skog
Group operates four mills in Europe, of which two will produce recycled
containerboard following planned conversion projects. In addition, the Group
operates two publication paper mills and one pellet facility in Australasia.
Norske Skog aims to further diversify its operations and continue its
transformation into a growing and high-margin business through a range of
promising fibre projects. The Group has approximately 2,300 employees in five
countries, is headquartered in Norway and listed on the Oslo Stock Exchange
under the ticker NSKOG.


IMPORTANT INFORMATION
These materials do not constitute or form a part of any offer of securities for
sale or a solicitation of an offer to purchase securities of the Company in the
United States or any other jurisdiction. The securities of the Company may not
be offered or sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"). The securities of the Company have not been, and will not be,
registered under the U.S. Securities Act. Any sale in the United States of the
securities mentioned in this communication will be made solely to "qualified
institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No
public offering of the securities will be made in the United States.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression "EU
Prospectus Regulation" means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (together with any applicable
implementing measures in any Member State).

In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "Relevant Persons"). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to Relevant Persons and will be engaged in only with Relevant
Persons. Persons distributing this communication must satisfy themselves that it
is lawful to do so.

The Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Offering.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II