NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG, SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG OR SOUTH AFRICA.
Draupnir Invest AS (the “Seller”) has retained Pareto Securities AS (the “Manager”) to explore a potential block sale of existing shares (the “Offering”) in NORBIT ASA (the “Company”).
Offering details:
The Seller currently holds 3,252,949 shares in the Company which equals approx. 5.1% of the Company’s shares outstanding. The Seller is contemplating selling its entire shareholding in the Company (the “Offer Shares”) if the demand and price in the Offering is satisfactory. The Seller reserves the right, at its sole discretion, to sell no Offer Shares at all.
The price in the Offering will be determined through an accelerated bookbuilding process and will be denominated in NOK. The final price in the Offering will be identical for all investors with an allocation in the Offering.
On 10 September 2025, the Oslo Stock Exchange announced that the Company will be included in the OSEBX as of 22 September 2025.
About the Seller and the Seller’s Offering rationale:
The Seller is owned by (i) the children (the “Children”) of the Company’s founder (96% through B-shares), and (ii) the Company’s founder (the “Founder”) Steffen Kirknes (4% through A-shares).
The Founder also owns VHF Invest AS (100% through ordinary shares) which is the second largest shareholder in the Company with an ownership of 6,164,495 shares which equals approx. 9.6% of the shares outstanding.
The Founder stepped down from the Company’s board of directors and management team prior to the Company’s initial public offering on the Oslo Stock Exchange in 2019, and none of the Children are employed in the Company. Accordingly, neither the Founder nor the Children are primary insiders in the Company.
The Seller, operated by the Children, has recently established an active family office in Trondheim with a dedicated management team. The Seller is currently developing a portfolio of projects, taking an active role in early-stage businesses and supporting the development of the next generation of Norwegian companies. The net proceeds from the Offering are intended to release capital to further advance this strategy.
The Offering forms part of a general diversification initiative within the Kirknes family. However, the Kirknes family will continue to maintain significant exposure to the Company through the Founder (will remain the second largest shareholder in the Company) reflecting the Kirknes family’s continued confidence in the Company’s long-term value creation.
In order to underline the latter, the Kirknes family (including the Founder) will enter into a 12-month lock-up with the Manager, applicable from completion of the Offering, comprising any shares the Kirknes family (including the Founder) holds in the Company which are not sold as part of the Offering.
Offering process:
The bookbuilding period in the Offering will commence immediately (16 September 2025) and will close on 17 September 2025 at 08:00 CEST. The Manager may, at its sole discretion, extend or shorten the bookbuilding period at any time and for any reason without notice. If the bookbuilding period is extended or shortened, the other dates referred to herein might be changed accordingly.
The Offering is expected to be priced and allocated before 09:00 CEST on 17 September 2025 (T). The settlement in the Offering will be conducted on a normal delivery-versus-payment basis (DVP T+2). The Offer Shares will be tradable on Euronext Oslo Børs (main regulated list on the Oslo Stock Exchange) from T.
The minimum order and allocation in the Offering have been set to the NOK equivalent of EUR 100,000. The Manager may, however, offer and allocate an amount below the NOK equivalent of EUR 100,000 in the Offering to the extent exemptions from prospectus requirements, in accordance with Regulation (EU) 2017/1129, are available.
For more information about the Offering please contact the Manager:
Pareto Securities AS:
+47 22 87 87 50
Other 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.
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 (EU) 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 “qualified investors” within the meaning of the Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 and 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 the Seller 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 their control.
By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. Except for any ongoing obligation to disclose material information as required by the applicable law, the Seller does not have any intention or obligation to publicly update or revise any forward-looking statements after they distributes this announcement, whether to reflect any future events or circumstances or otherwise.
Neither the Manager nor any of its 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 Manager nor any of its respective affiliates accepts any liability arising from the use of this announcement.