NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINSTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES OR INTO ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, SELL OR SUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.
8 February 2022: Aurora Eiendom AS (the “Company” or “AURA”) refers to announcement of 7 February 2022 regarding the contemplated private placement (the “Private Placement”) of new shares.
The Company is pleased to announce that the Private Placement has been successfully placed, raising NOK 400 million in gross proceeds to the Company through conditional allocation of 3,960,396 new shares at a subscription price of NOK 101 per share (the “New Shares”).
The net proceeds of the Private Placement will be used to party finance the Company’s contemplated acquisition of Buskerud Storsenter, in line with the Company’s strategy for expansion, as well as for general corporate purposes.
Completion of the Private Placement is subject to (i) the purchase agreement pertaining to the acquisition of Buskerud Storsenter having not been terminated or otherwise having become void, (ii) the corporate resolutions of the Company required to implement the Private Placement, including the approval by the EGM of the Private Placement; and (iii) the share capital increase pertaining to the issuance of the New Shares being validly registered with the Norwegian Register of Business Enterprises and the New Shares being validly issued and registered in VPS (jointly, the ”Conditions“). There can be no assurance that these Conditions will be satisfied. If the Conditions are not satisfied, the Private Placement may be revoked or suspended without any compensation to applicants.
Notification of conditional allotment and payment instructions is expected to be issued to the applicants on or about 9 February 2022 by the Managers. The EGM approving the Private Placement is expected to be held on 18 February 2022. The payment date for the Private Placement is expected to be on or about 21 February 2022, subject to EGM approval. The allocated New Shares will be delivered to the applicant’s VPS account as soon as practicable after full payment has been received and the Conditions have been met, expected to occur in the week commencing on 21 February 2022.
Following registration of the new share capital pertaining to the Private Placement, the Company will have a share capital of NOK 1,838,309,700 divided into 24,510,796 shares, each with a par value of NOK 75.
The following persons discharging managerial responsibilities (“PDMRs”) and close associates to PDMRs were conditionally allocated the following New Shares in the Private Placement:
(*) Joh Johannson Eiendom AS, a company closely related to board member Johan Johannson, has been allocated 866,733 New Shares and will following completion of the Private Placement own 3,866,733 shares in the Company.
(*) Varner Invest AS, a company closely related to board member Marius Varner, has been allocated 192,716 New Shares and will following completion of the Private Placement own 1,192,716 shares in the Company.
(*) Alti Invest AS, a company closely related to CEO Lars Ove Løseth, has been allocated 738,939 New Shares and will following completion of the Private Placement own 2,898,939 shares in the Company.
(*) KWM Rådgivning AS, a company closely related to CFO Kathrine Mauset, has been allocated 792 New Shares and will following completion of the Private Placement own 4,792 shares in the Company.
DNB Markets, a part of DNB Bank ASA, and SpareBank 1 Markets AS acted as joint lead managers (together, the "Managers") in connection with the Private Placement. Ro Sommernes advokatfirma DA is acting as legal counsel to the Company in connection with the Private Placement.
For more information, please contact:
Lars Ove Løseth, CEO
+47 928 17 859
lars.ove.loeseth@alti.no
Kathrine Mauset, CFO
+47 46 44 84 11
kathrine.mauset@alti.no
DNB Markets, tel: +47 990 19 198
SpareBank 1 Markets, tel: +47 24 14 74 70
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by Kathrine Mauset, CFO, on 8 February 2022 at 22:15 CET.
About Aurora Eiendom
With shops and services easily accessible under one roof, shopping centers improve and simplify people´s lives. Shopping habits are changing, but the need for people to meet and connect will always be there. That´s why Aurora Eiendom invests in leading shopping centers in attractive locations with an exciting offering of shops and services. Our partly owned Alti Forvaltning gives Aurora access to the best management team in the market.
Important Notices
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law 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. 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 U.S. Securities Act of 1933, as amended (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 their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.
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 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 (i) 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) 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 for 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.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company’s services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. 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. Neither the the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.