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22 June 2022: Aurora Eiendom AS (“Aurora” and the “Company) refers to the separate release today in connection with the acquisition of the two shopping centers Gulskogen and Arkaden, in addition to 25 per cent of Maxi Hamar (the “Acquisition”).
Aurora has engaged DNB Markets, a part of DNB Bank ASA, SpareBank 1 Markets AS, and Pangea Property Partners AS, as joint lead managers (together, the "Managers") to advise on and effect a contemplated private placement (the "Private Placement") of NOK 530 – 650 million in new ordinary shares in Aurora (the “New Shares”). The offer price in the Private Placement (the "Offer Price") will be NOK 93 per share.
Certain investors have pre-committed to subscribe for New Shares in the Private Placement in an amount exceeding NOK 530 million, of which pre-commitments of investment companies managed by Aurora’s Board of Directors, including Strawberry Shopping AS, Eiendomsspar AS, Joh Johannson Eiendom AS, Varner Invest AS and Alti Invest AS, represents NOK 408 million. As such, the Private Placement is covered within the offer range.
The net proceeds of the Private Placement will be used to partly finance Aurora’s acquisition of the two shopping centers Gulskogen and Arkaden, in addition to 25 per cent of Maxi Hamar, in line with Aurora’s strategy for expansion, as well as for general corporate purposes. The pre-commitment in the Private Placement is sufficient for financing of the equity portion of the Acquisition. The remaining portion of the purchase price of the Acquisition will be financed by bank debt, a vendor loan from Steen & Strøm and the Company´s cash reserves.
The application period in the Private Placement opens today, on 22 June 2022 at 09:00 CEST and ends on 24 June 2022 at 16:30 CEST. Aurora may, in its own discretion, extend or shorten the application period at any time and for any reason.
The Private Placement will be directed towards selected Norwegian and international investors (a) outside the United States in reliance on Regulation S under the U.S, Securities Act of 1933, as amended (the "U.S. Securities Act"), and (b) to investors in the United States who are "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the U.S. Securities Act, in each case subject to an exemption being available from prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000 per investor. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirements pursuant to the Norwegian Securities Trading Act and ancillary regulations are available. Further selling restrictions and transaction terms will apply.
Completion of the Private Placement is subject to (i) the purchase agreement pertaining to the Acquisition not having been terminated or otherwise having become void, (ii) the corporate resolutions of Aurora required to implement the Private Placement, including, but not limited to, the approval by the Company’s board of directors (the “Board) of the Private Placement and allocation of the New Shares; and (iii) the share capital increase pertaining to the issuance of the allocated New Shares being validly registered with the Norwegian Register of Business Enterprises and the allocated 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.
Allocation of the New Shares will be determined at the end of the bookbuilding period, and final allocation will be made by the Board at its sole discretion. Notification of the allocation is expected on or about 27 June 2022, with settlement expected on or about 30 June 2022. The New Shares will be tradeable following registration of the share capital increase pertaining to the Private Placement with the Norwegian Register of Business Enterprises, and Aurora has entered into a prefunding agreement with DNB Markets, a part of DNB Bank ASA, SpareBank 1 Markets AS to secure a delivery versus payment (DVP) of the New Shares.
The Board has considered the structure of the contemplated Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act and section 3.1 of the Euronext Growth Rule Book Part II and Oslo Børs' Circular no. 2/2014. Aurora is of the view that it is in the common interest of Aurora and its shareholders to raise equity through the Private Placement. The existing shareholders preferential rights to subscribe for new shares may be deviated from. By structuring the equity raise as a private placement, Aurora is expected to raise equity efficiently, with a lower discount to the current trading price, at a lower cost and with a significantly lower risk compared to a rights issue. It has also been taken into consideration that the Private Placement is based on a publicly announced bookbuilding process. Further, the Offer Price in the Private Placement represents no discount compared to the closing trading price of Aurora’s share as of 21 June 2022. Based on the foregoing, it is currently not planned to conduct a subsequent repair issue directed towards shareholders not participating in the Private Placement.
DNB Markets, a part of DNB Bank ASA, Sparebank 1 Markets AS and Pangea Property Partners AS, act as Managers in connection with the Private Placement. Ro Sommernes advokatfirma DA acts as legal advisor to Aurora, and Advokatfirmaet Wiersholm AS acts as legal advisor to the Managers.
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 notice was published by Kathrine Mauset, CFO of Aurora Eiendom, on 22 June 2022 at 07:30 CEST.
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
About Aurora: 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 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 Aurora. 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. Aurora 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 Aurora 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 Aurora’s services, changes in the general economic, political and market conditions in the markets in which Aurora operate, Aurora’s ability to attract, retain and motivate qualified personnel, changes in Aurora’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. Aurora does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement, with its appendices (if any), 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. Aurora 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 Aurora. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.