NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY ORINDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA 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.
STORM REAL ESTATE ASA: APPROVAL AND PUBLICATION OF PROSPECTUS -
LISTING OF SUBSCRIPTION RIGHS AND LAUNCH OF RIGHTS OFFERING
(Oslo, Norway, 9 June 2017)
Reference is made to the stock exchange announcement by Storm Real
Estate ASA ("Storm" or the "Company", ticker "STORM") dated 11 May
2017 regarding the completion of the Company's annual general
meeting ("AGM") as well as the stock exchange announcement dated 24
May 2017 regarding the publication of key information for the
contemplated Rights Offering (as defined below).
At the AGM the Company's shareholders among others passed
resolutions approving the rights offering of up to 70 million new
shares raising gross proceeds of up to NOK 28 million at a
subscription price to be determined by the Board of Directors of the
company in the interval between NOK 0.40 and NOK 5 per share (the
"Rights Offering").
The Board of Directors has set the subscription price to NOK 0.40
per share. The Rights Offering is directed towards the Company's
shareholders as of 6 June 2017 as reflected in the VPS on 8 June
2017 (the "Record Date") and who are not resident in a jurisdiction
where such offering would be unlawful or, for jurisdictions other
than Norway, would require any prospectus, filing, registration or
similar action (each such shareholder an "Eligible Shareholder").
For each share recorded as held in the Company as of expiry of the
Record Date, each Eligible Shareholder will be entitled to receive
approximately 3.8156200 subscription rights (the "Subscription
Right(s)") subject to rounding. One (1) Subscription Right will give
the right to subscribe for and be allocated one (1) Offer Share.
Oversubscription and subscription without subscription rights is
permitted.
The Norwegian Financial Supervisory Authority (the "NFSA") has
today, 9 June 2017 approved the prospectus dated 9 June 2017 (the
"Prospectus") prepared in connection with (i) the listing on Oslo
Børs of 70,000,000 Subscription Rights and up to 70,000,000 new
shares offered in the Rights Offering and (ii) the Rights Offering
of 70,000,000 new shares at a subscription price of NOK 0.40 per
share with transferable subscription rights for Eligible
Shareholders.
The subscription period for the Rights Offering will commence on 12
June 2017 at 09:00 CEST and will expire on 26 June 2017 at 16:30
CEST (the "Subscription Period").
The Prospectus will, subject to regulatory restrictions in certain
jurisdictions, be available on the following websites:
www.stormrealestate.no and at www.arctic.com/seco. Hard copies of
the Prospectus may be obtained by contacting the Company (telephone:
+47 92035908) or Arctic Securities AS (telephone: +47 21 01 30 40).
The Company has entered into agreements with Aconcagua Management
Ltd., Banan II AS, Aukner Holding AS and Strategic Investments A/S,
companies controlled by Morten E. Astrup, Stein Aukner and Kim
Mikkelsen respectively (all board members), as well as Pactum AS,
which imply that they shall subscribe their relative share of the
Rights Offering, however so that Aconcagua Management Ltd in
addition has guaranteed the subscription of the relative share of
the Rights Offering for an additional 178.060 shares. This implies
that the Company has entered into agreements securing subscriptions
for approximately 48.17% of the proposed Rights Offering of NOK 28
million. The guarantee obligation equals in total NOK 13 486 753.60.
The guarantee agreements are further described in section 6.1.8 of
the Prospectus.
Each of the Subscriptions Rights provides preferential rights to
subscribe for, and be allocated, one Offer Share at the subscription
price of NOK 0.40 per Offer Share (subject to applicable law in the
relevant jurisdiction of an Eligible Shareholder). Over-subscription
and subscription without Subscription Rights is allowed.
The Subscription Rights will be listed and tradable on Oslo Børs
from 12 June 2017 at 09:00 CEST until 22 June 2017 at 16:30 CEST
under the ticker code "STORM T". The Subscription Rights are
expected to have an economic value if the Storm shares trade above
the Subscription Price during the trading period for the
Subscription Rights. Subscription Rights that are not exercised or
sold before the end of the trading period (i.e. before 22 June 2017
at 16:30 CEST) will have no value and will lapse without
compensation to the holder. Holders of Subscription Rights should
note that subscriptions for Offer Shares must be made in accordance
with the procedures set out in the Prospectus and that holding
Subscription Rights in itself does not represent a subscription for
Offer Shares.
If an Eligible Shareholder holds shares in the Company registered
through a financial intermediary on the Record Date, the financial
intermediary will customarily give the Eligible Shareholder details
of the aggregate number of Subscription Rights to which it is
entitled. The relevant financial intermediary will customarily
supply each Eligible Shareholder with this information in accordance
with its usual customer relations procedures. Eligible Shareholders
holding their shares in the Company through a financial intermediary
should contact the financial intermediary if they have received no
information with respect to the Rights Offering.
The Subscription Rights and the Offer Shares are being offered only
in those jurisdictions in which, and only to those persons to whom,
offers and sales of the Offer Shares (pursuant to the exercise of
the Subscription Rights or otherwise) may lawfully be made.
The Rights Offering will result in an immediate dilution of 79.2%
for Eligible Shareholders who do not participate in the Rights
Offering.
Subject to timely payment of the subscription amount in the Rights
Offering, it is expected that the Offer Shares will be issued and
delivered to the VPS accounts of the subscribers to whom they are
allocated on or about 4 July 2017. The Offer Shares allocated in the
Rights Offering are expected to be traded on Oslo Børs from and
including 4 July 2017.
Arctic Securities AS is acting as settlement agent in connection
with the Rights Offering. Arntzen de Besche Advokatfirma AS is
acting as legal advisor to the Company in connection with the Rights
Offering.
For further information, please refer to the Prospectus.
Contacts:
Einar Pedersen, CFO
T: +44 (0)20 7409 3369
***
This information is subject to disclosure under the Norwegian
Securities Trading Act, Section 5-12.
***
This announcement is not and does not form a part of any offer for
sale of any securities, and is for release, publication or
distribution, directly or indirectly, in the United States, or any
other jurisdiction in which such distribution would be unlawful or
would require registration or other measures. Securities may not be
sold in the United States absent registration with the United States
Securities and Exchange Commission or an exemption from registration
under the U.S. Securities Act of 1933, as amended. The Company does
not intend to register of its securities in the United States. The
distribution of this announcement into jurisdictions other than
Norway may be restricted by law. Persons into whose possession this
announcement comes should inform themselves about and observe any
such restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction. This announcement has not been approved by any
regulatory authority.