NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
FRØY ASA – REMINDER OF THE LAST DAY OF THE BOOKBUILDING PERIOD AND APPLICATION PERIOD IN THE OFFERING
Sistranda, 25 March 2021:
Reference is made to the announcements released by Frøy ASA ("Frøy" or the "Company") on 18 March 2021 regarding launch of the initial public offering of shares and the application for listing of the Company's shares on the Oslo Stock Exchange (the "IPO" or the "Offering”), and the update on the bookbuilding process released on 24 March 2021.
The bookbuilding period for the institutional offering and the application period for the retail offering and the employee offering expires at 16:30 hours (CET) today, 25 March 2021.
On 23 March 2021, the board of directors of the Oslo Stock Exchange approved the Company's application for the listing subject to fulfilment of certain conditions, including (i) the Company having in excess of 500 shareholders holding shares with a value of NOK 10,000 or more and (ii) there being a minimum free float of the shares of 25%. The Offering may be cancelled in the event that the conditions are not met.
Furthermore, completion of the Offering is conditional upon (i) the Company's board of directors having resolved to issue the offer shares and (ii) the Company, in consultation with the Joint Global Coordinators (as defined below), having approved the allocation of the offer shares to eligible investors following expiry of the bookbuilding period and the application period. There can be no assurance that these conditions will be fulfilled. If the conditions are not fulfilled, the Offering may be cancelled.
Subject to satisfaction of the conditions for completion of the Offering, the listing of the Company's shares on the Oslo Stock Exchange is expected to take place on or around 29 March 2021.
For further details on the Offering, please refer to the prospectus dated 17 March 2021 prepared in connection with the Offering which is, subject to regulatory restrictions in certain jurisdictions, available at www.nordeamarkets.com/froy, www.danskebank.no/froy and www.sb1markets.no.
Advisors
Danske Bank, Norwegian branch, Nordea Bank Abp, filial i Norge, and SpareBank 1 Markets AS are acting as Joint Global Coordinators and Joint Bookrunners in the Offering (together the "Joint Global Coordinators"). Arntzen de Besche Advokatfirma AS is acting as legal advisor to the Company. Advokatfirmaet Thommessen AS is acting as legal advisor to the Joint Global Coordinators.
For further information, please contact:
Helge Gåsø, CEO
+47 901 01 101
Arne Rødsjø, CFO
+47 954 12 340
Sondre Vevstad, IR
+47 936 54 555
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 its 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.
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.
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 announcement does not constitute a prospectus and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in the Company, except on the basis of information in any prospectus published by the Company in connection with the potential offering and admission of such securities to trading and listing on the Oslo Stock Exchange. Copies of any such prospectus will, following publication, be available from the Company's registered office.
The Joint Global Coordinators and their affiliates are acting exclusively for the Company and no-one else in connection with the intended offering. They will not regard any other person as their respective clients in relation to the intended offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the intended offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
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 operates, 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 of the Joint Global Coordinators 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 Joint Global Coordinators nor any of their respective affiliates accepts any liability arising from the use of this announcement.