WWASA - completion of the merger, new company name and updated articles of association
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE STOCK EXCHANGE RELEASE.
WWASA - completion of the merger, new company name and updated articles of
association.
Reference is made to the merger between Oppstartsfase I ASA and Wilh. Wilhelmsen
ASA as announced in the stock exchange release dated 15 March 2010 and 15 April
2010, and the resolution by the extraordinary general meeting of Oppstartsfase I
ASA and Wilh. Wilhelmsen ASA held on 15 April 2010.
Today, on 22 June 2010, completion of the merger was registered in the Norwegian
Register of Business Enterprises. Oppstartsfase I ASA is the surviving entity in
the merger and Wilh. Wilhelmsen ASA was dissolved.
As a result of completion of the merger, the name of Oppstartsfase I ASA was
changed to Wilh. Wilhelmsen ASA and the articles of association have been
amended as set forth in the merger plan dated 15 March 2010.
Provided that the share capital increase pertaining to the Global Offering is
registered in the Norwegian Register of Business Enterprises, it is expected
that the shares of WWASA will be listed, and that the subscribers in the Global
Offering will receive their offer shares, on 24 June 2010.
The updated articles of association are enclosed with this stock exchange
notice. The company's ticker code is "WWASA".
Reference is made to the stock exchange release for the former Wilh. Wilhelmsen
ASA (under the ticker code "WWI") of today for information concerning Wilh.
Wilhelmsen Holding ASA's continuance of WWI's listing on the Oslo Stock
Exchange.
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Important Notice
The contents of this announcement have been prepared by and are the sole
responsibility of the Company. The Joint Global Co-ordinators and Bookrunners
and the Joint Lead Managers and Co-Bookrunners are acting exclusively for the
Company and no one else and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective clients, or
for advice in relation to the contemplated Global Offering, the contents of this
announcement or any of the matters referred to herein.
The Global Offering and the distribution of this announcement and other
information in connection with the Global Offering may be restricted by law in
certain jurisdictions. The Company assumes no responsibility in the event there
is a violation by any person of such restrictions. Persons into whose possession
this announcement or such other information should come are required to inform
themselves about and to observe any such restrictions. This announcement may not
be used for, or in connection with, and does not constitute, any offer of
securities for sale in the United States or in any other jurisdiction. The
Global Offering will not be made in any jurisdiction or in any circumstances in
which such offer or solicitation would be unlawful.
This announcement is not for distribution, directly or indirectly in or into any
jurisdiction in which it is unlawful to make any such offer or solicitation to
such person or where prior registration or approval is required for that
purpose. No steps have been taken or will be taken relating to the Global
Offering in any jurisdiction outside of Norway in which such steps would be
required. Neither the publication and/or delivery of this announcement shall
under any circumstances imply that there has been no change in the affairs of
the Company or that the information contained herein is correct as of any date
subsequent to the earlier of the date hereof and any earlier specified date with
respect to such information.
Securities may not be offered or sold in the United States absent registration
or an exemption from registration. The Offer Shares offered in the Global
Offering have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "US Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the United
States, and may not be offered or sold within the United States, except in
transactions exempt from registration under the US Securities Act, or in any
other jurisdiction in which it would not be permissible to offer or sell such
Offer Shares. All offers and sales outside the United States will be made in
reliance on Regulation S under the US Securities Act.
This document does not constitute an offering circular or prospectus in
connection with an offering of securities of the Company. Investors must
neither accept any offer for, nor acquire, any securities to which this document
refers, unless they do so on the basis of the information contained in the
prospectus to be published by the Company. This document does not constitute an
offer to sell, or the solicitation of an offer to buy or subscribe for, any
securities and cannot be relied on for any investment contract or decision.
This information is subject of the disclosure requirements acc. to §5-1
2 vphl (Norwegian Securities Trading Act)
[HUG#1426309]