NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA,
AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE
REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH
AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER
RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT
INFORMATION AT THE END OF THE ANNOUNCEMENT.
17 October 2014. Reference is made to the stock
exchange announcement published earlier today, 17
October 2014, in which Entra ASA ("Entra",
the "Company", ticker code: "ENTRA") announced the
successful completion of the bookbuilding period for
its initial public offering (the "Offering").
Goldman Sachs International (the "Stabilisation
Manager") may, on behalf of the Managers for the
Offering, engage in stabilisation activities of the
shares of Entra from today 17 October 2014 to and
including 14 November 2014 (the "Stabilisation
Period"). Any stabilisation transactions will be
aimed to support the market price of the shares of
Entra.
In connection with the Offering, the Joint Global
Coordinators and Bookrunners have over-allotted to
the applicants in the Offering 12,070,234 shares in
the Company, which equals approximately 15% of the
number of shares sold in the Offering before over-
allotments. In order to permit the delivery in
respect of over-allotments made, the Stabilisation
Manager, on behalf of the Managers, has borrowed from
the Norwegian Government, represented by the Ministry
of Trade, Industry and Fisheries (the "Selling
Shareholder") a number of shares in the Company equal
to the number of shares over-allotted. For further
details on the Offering, please refer to the stock
exchange announcement of 17 October 2014 issued by
Entra.
Further, the Stabilisation Manager, on behalf of the
Managers, has been granted an option (the "Over-
Allotment Option") by the Selling Shareholder which
entitles the Managers, at the request of the
Stabilisation Manager, to purchase from the Selling
Shareholder up to 12,070,234 shares in Entra at a
price per share of NOK 65 (the "Offer Price"), which
is equal to the offer price in the Offering. The Over-
Allotment Option may be exercised at any time and
from time to time, in whole or in part, during the
Stabilisation Period. The Stabilisation Manager may
close out the short position created by over-
allotting shares by buying shares in the open market
through stabilisation activities and/or by exercising
the Over-Allotment Option.
The Stabilisation Manager (or persons acting on
behalf of the Stabilisation Manager) may effect
transactions that stabilise or maintain the price of
the shares of Entra at a level higher than that which
might otherwise prevail, by buying shares in Entra or
associated instruments in the open market at prices
equal to or lower than (but not above) the Offer
Price. However, there is no obligation on the
Stabilisation Manager (or any person acting on behalf
of the Stabilisation Manager) to do so. Moreover,
there is no assurance that the Stabilisation Manager
(or persons acting on behalf of the Stabilisation
Manager) will undertake stabilisation activities. If
stabilisation activities are undertaken they may be
stopped at any time, and must be brought to an end
upon or before the expiry of the Stabilisation Period.
Within one week after the end of the Stabilisation
Period, the Stabilisation Manager and the Company
will jointly publish a statement through the
information system of Oslo Børs under the Company's
ticker with information as to whether or not any
stabilisation activities have been undertaken,
including the date at which stabilisation started,
the date at which stabilisation last occurred, and
the price range within which stabilisation was
carried out for each of the dates during which
stabilisation transactions were carried out.
Any stabilisation activities will be conducted in
accordance with Section 3-12 of the Norwegian
Securities Trading Act and Commission Regulation (EC)
No. 2273/2003 implementing Directive 2003/6/EC of the
European Parliament and of the Council as regards
exemptions for buy-back programmes and stabilisation
of financial instruments.
For further details see the prospectus dated 3
October 2014 issued by Entra in connection with the
Offering and the listing of its shares on Oslo Børs.
ABG Sundal Collier Norge ASA, Goldman Sachs
International and Swedbank are acting as Joint Global
Coordinators and Joint Bookrunners for the Offering.
Danske Bank, Handelsbanken Capital Markets and Kempen
& Co are acting as Co-Lead Managers for the Offering.
The Joint Global Coordinators and Joint Bookrunners
and the Co-Lead Managers are herein referred to as
the "Managers". DNB Markets is acting as financial
advisor to the Selling Shareholder.
For further queries, please contact:
Goldman Sachs International: John Bentinck; Tel: +44
(0)20 7774 1000
Entra: Arve Regland, CFO Tel: +47 479 07 700
IMPORTANT INFORMATION
United States
These materials may not be published, distributed or
transmitted in the United States, Canada, Australia,
the Hong Kong Special Administrative Region of the
People's Republic of China, South Africa or Japan.
These materials do not constitute an offer of
securities for sale or a solicitation of an offer to
purchase securities (the "Shares") of Entra ASA
(the "Company") in the United States, Norway or any
other jurisdiction. The Shares 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 "Securities Act"). The Shares of the Company
have not been, and will not be, registered under the
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 Securities Act.
European Economic Area
Any offering of securities will be made by means of a
prospectus to be published that may be obtained from
the issuer or selling security holder, once
published, and that will contain detailed information
about the Company and its management, as well as
financial statements.
These materials are an advertisement and not a
prospectus for the purposes of Directive 2003/71/EC,
as amended (together with any applicable implementing
measures in any Member State, the "Prospectus
Directive"). Investors should not subscribe for any
securities referred to in these materials except on
the basis of information contained in the prospectus.
In any EEA Member State other than Norway (from the
time the prospectus has been approved by the
Financial Supervisory Authority of Norway, in its
capacity as the competent authority in Norway, and
published in accordance with the Prospectus Directive
as implemented in Norway) that has implemented the
Prospectus Directive, this communication is only
addressed to and is only directed at "qualified
investors" in that Member State within the meaning of
Article 2(1)(e) of the Prospectus Directive
("Qualified Investors"), i.e., only to investors to
whom an offer of securities may be made without the
requirement for the Company to publish a prospectus
pursuant to Article 3 of the Prospectus Directive in
such EEA Member State.
United Kingdom
In the United Kingdom, these materials are only being
distributed to and are 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 document relates is available only to
Relevant Persons and will be engaged in only with
Relevant Persons.