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Beskrivning
Land | Norge |
---|---|
Lista | OB Match |
Sektor | Sällanköp |
Industri | Resor & Fritid |
2024-02-15 16:34:45
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, SOUTH AFRICA OR
JAPAN OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE
A PUBLIC OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
15 February 2024: ABG Sundal Collier ASA and Carnegie AS (jointly the
"Managers") have been retained by TG Nordic Invest ApS ("TryghedsGruppen"), an
entity owned by TryghedsGruppen, AF III Holdco AS, controlled by Altor Fund III
("Altor"), HFN Group AS ("HFN"), HFN is company owned by TG, Altor and former
employees of the Company ("HFN" together with Tryghedsgruppen and Altor the
"Vendors"), to explore a potential sale of approximately 20.5 million existing
shares in SATS ASA (the "Company"), representing approximately 10% of the share
capital in the Company. The transaction is to be conducted as an accelerated
bookbuilding process (the "Placing").
The Placing will commence immediately following the publication of this
announcement and may be closed at short notice or without notice at the full
discretion of the Vendors and the Managers. A further announcement will be made
following pricing of the shares in the Placing. The Vendors reserves the right,
at its own discretion, to decide the number of shares to be sold, or to sell no
shares at all.
The Placing is expected to be priced and allocated before 09:00 CET on 16
February 2023 (T). The settlement in the Placing will be conducted on a normal
delivery-versus-payment basis (DVP T+2).
TryghedsGruppen currently holds 56,093,132 shares in the Company, representing
approx. 27.4% of the outstanding share capital in the Company. Altor currently
holds 48,988,455 shares in the Company, representing approx. 23.9% of the
outstanding share capital in the Company. HFN currently holds 1,107,806 shares
in the Company, representing approx. 0.5% of the outstanding share capital in
the Company. HFN is a company indirectly owned by TG (49%), Altor (39.5%) and
former employees of the Company (11.5%). The Vendors have entered into a lock-up
agreement with the Managers to the next quarterly report for its remaining
shareholding in the Company after the Placing.
For further information, please contact:
ABG Sundal Collier: +47 22 01 60 13
Carnegie: +47 22 00 93 40
Important notices:
This announcement is not and does not form a part of a prospectus or any offer
to sell, or a solicitation of an offer to purchase, any securities of the
Company. No action has been taken that would permit an offering of the
securities or possession or distribution of this announcement in any
jurisdiction where action for that purpose is required. The distribution of this
announcement and other information may be restricted by law in the United States
of America, Australia, Canada, Japan, Hong Kong, South Africa or in certain
jurisdictions. Copies of this announcement are not being made and may not be
distributed or sent into any jurisdiction in which such distribution would be
unlawful or would require registration or other measures. Accordingly, this
announcement is not for public release, publication or distribution, directly or
indirectly, in or into the United States (including its territories and
possessions, any state of the United States and the District of Columbia),
except to "qualified institutional buyers" as defined in Rule 144A under the
U.S. Securities Act of 1933, as amended (the "Securities Act"). 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 securities referred to in this announcement have not been and will not be
registered under the Securities Act, and accordingly may not be offered or sold
in the United States absent registration or an applicable exemption from the
registration requirements of the Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any part of the offering or its securities in the United States or to conduct a
public offering of securities 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
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 as amended together with any
applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are "qualified investors" within the meaning of the
Prospectus Regulation as amended by The Prospectus (Amendment etc.) (EU Exit)
Regulations 2019, and which forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018, and that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "Relevant Persons"). This communication must not be acted
on or relied on by persons who are not Relevant Persons. Any investment or
investment activity to which this communication 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.
None of the Vendors, the Managers or any of their respective directors,
officers, employees, advisers or agents accepts any responsibility or liability
whatsoever for or makes any representation or warranty, express or implied, as
to the truth, accuracy or completeness of the information in this release (or
whether any information has been omitted from the release) or any other
information relating to the Company, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available, or for any loss
howsoever arising from any use of this release or its contents or otherwise
arising in connection therewith.
The Managers are acting on behalf of the Vendors and no one else in connection
with the Placing and will not be responsible to any other person for providing
the protections afforded to clients of the Managers or for providing advice in
relation to the Placing.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgement. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities in the Company.