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22 January 2024: Reference is made to the announcement made on 22 December 2023 by Ferd AS and Tjaldur Holdco II AS, acting through Minerva Topco AS (the "Minerva"), regarding the completion of Minerva's tender cash offer to acquire all outstanding shares ("Shares") of Mintra Holding AS ("Mintra" or the "Company"), not already owned by Ferd AS and Tjaldur Holdco II AS or to which Minerva was otherwise entitled (the "Offer"). Upon completion of the Offer, and the contribution of Shares to Minerva as further detailed in the announcement of 22 December 2023, Minerva held 188,947,672 Shares, representing ~84.4% of the outstanding Shares and votes in the Company.
Minerva is a close associate of Rúni M. Hansen (chair) and Nils Jegstad (member) of the board of directors of Mintra.
Following completion of the Offer, Minerva has retained Nordea Bank Abp, filial i Norge, and Pareto Securities AS (together, the "Managers") to explore a potential block purchase of Shares (the "Block Purchase"). Based on a pre-sounding with certain investors, the price per Share in the Block Purchase has been set to NOK 4.00 per Share (the "Purchase Price").
In connection with the Block Purchase, Minerva has on 22 January 2024 acquired 8,322,689 Shares at the Purchase Price. Following the Block Purchase, Minerva owns 197,270,361 Shares, corresponding to ~88.12% of the Shares and votes of Mintra.
In addition, certain shareholders of the Company have, subject to inter alia Minerva obtaining an ownership of more than 90% of the Shares and votes of Mintra (unless waived by Minerva at its sole discretion), undertaken to contribute a total of 4,454,088 Shares to Minerva, in exchange for shares in Minerva, valued at the Purchase Price (the "Share Contributions").
Following completion of the Block Purchase and the Share Contributions, Minerva will own 201,724,449 Shares, corresponding to ~90.11% of the Shares and votes of Mintra. Consequently, Minerva will obtain an ownership of more than 90% of the Shares and votes and is expected to resolve a compulsory acquisition of the remaining Shares. Subsequently, an extraordinary general meeting of Mintra is expected to resolve to apply for a delisting of the Shares from Euronext Growth Oslo. Further announcements will be made in due course.
Please see the attached form for further details about the transactions.
INTEREST FOR ADDITIONAL SHARE PURCHASES
Shareholders of Mintra that may be interested in selling their Shares at the Purchase Price may contact Nordea Bank Abp, filial i Norge or Pareto Securities AS:
Nordea Bank Abp, filial i Norge: +47 22 48 77 05
Pareto Securities AS: +47 22 87 87 50
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For further queries, please contact:
Gustav Martinsen, Chairman, Minerva Topco AS, +47 957 39 240
Nils Jegstad, Board member, Minerva Topco AS, +47 971 34 058
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This information is subject to the disclosure requirements in Regulation EU 596/2014 (MAR) article 19 number 3, section 4.3.1 of the Euronext Growth Markets Rule Book Part I and section 5-12 of the Norwegian Securities Trading Act.
IMPORTANT NOTICE
The distribution of this announcement may be restricted by law in certain jurisdictions, and will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Australia, New Zealand, South Africa, Hong Kong and Japan. Minerva does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement should come are required to inform themselves about and to observe any such restrictions.
U.S. Holders (as defined below) are advised that the Shares are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.
The Managers are acting as financial advisor to Minerva and no one else in connection with this announcement and neither of them will regard any other person as its client in relation to this announcement or be responsible to anyone other than Minerva for providing the protection afforded to its clients, nor for providing advice in relation to this announcement.