NPRO - Conditional completion of Subsequent Offering
Reference is made to the prospectus dated 10 August 2009 regarding the subsequent offering of up to 50,000,000 subsequent offering shares to a price of NOK 6.00 per share, constituting gross proceeds of up to NOK 300,000,000 (the "Subsequent Offering").
After the expiry of the subscription period at 17:30 hours CET on 24 August 2009, Norwegian Property has received subscriptions for a total of 451,977,217 Subsequent Offering Shares, equalling approx. NOK 2.7 billion. The offering was over nine times oversubscribed.
Conditional allocation will be made by the Board of Directors of Norwegian Property today, after the close of Oslo Stock Exchange. All subscribers being allotted Subsequent Offering Shares will receive a letter from the VPS confirming the number of Subsequent Offering Shares allotted to the Subscriber and the corresponding amount to be paid. This letter is expected to be mailed on 26 August 2009. Debit of the subscriber's bank accounts will take place on 1 September, and delivery of the allocated shares is expected to take place on or about 7 September 2009.
Please note that the subscription level may be altered due to possible corrections.
The Subsequent Offering is conditional upon completion of the Private Placement. Completion of the Private Placement is conditional upon the share capital reduction having been registered as effective, and that such registration, and the registration of the Private Placement, has been made in the Norwegian Register of Business Enterprises on or before 30 September 2009. If the Private Placement has not been registered the Norwegian Register of Business Enterprises on or before 30 September 2009, the Private Placement and the Subsequent Offering will be cancelled and any proceeds paid to the Company in relation to the Subsequent Offering will be repaid to the investors from the escrow account, including accrued interests.
The creditor notice period for the share capital reduction is ending today, on 25 August 2009. The Company will issue a press release containing information of the registration of the share capital reduction in the Norwegian Register of Business Enterprises as soon as this is being effective.
For further information, please contact
Mari Thjømøe, CFO, tel. +47 90 777 824
Sigmund Sletvold, IRO, tel. +47 97 743 143
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
The contents of this announcement have been prepared by and are the sole responsibility of Norwegian Property. The Managers are acting exclusively for Norwegian Property and no one else and will not be responsible to anyone other than Norwegian Property for providing the protections afforded to their respective clients, or for advice in relation to the private placement and subsequent offering, the contents of this announcement or any of the matters referred to herein.
The distribution of this announcement and other information in connection with the subsequent offering may be restricted by law in certain jurisdictions. 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 to sell, or an invitation to purchase, any securities. The subsequent 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 an offer to sell or the solicitation of any offer to buy any Norwegian Property shares or other securities of Norwegian Property (the Securities) in the United States, nor shall there be any sale of the Securities in any state thereof in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Any public offering of the Company's securities in the United States will be made only by means of a prospectus that may be obtained from the Company and that will contain detailed information about the Company and management, as well as financial statements and other information relevant to investors.
The Norwegian Property shares have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan and may not be offered or sold within Australia, Canada or Japan.
In the United Kingdom, this announcement is directed only at persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the Financial Promotion Order), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations etc) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated. This announcement is directed only at such persons and must not be acted on or relied on by persons in the United Kingdom who are not such persons. Any investment or investment activity to which this announcement relates is available in the United Kingdom only to such persons and will be engaged in only with such persons and no other persons in the United Kingdom should rely or act upon this announcement.
All investment is subject to risk. The value of the Norwegian Property shares may go down as well as up. Past performance is no guarantee of future returns. Potential investors are advised to seek expert financial advice before making any investment decision.