NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Oslo, Norway, 9 November 2020: Norwegian Property ASA ("NPRO" or the "Company") has today completed a private placement with gross proceeds of NOK 557,277,000 (the "Private Placement") in connection with the contemplated acquisition of Snarøyveien 30 at Fornebu (the "Acquisition").

The Company is pleased to announce that it has allocated 49,980,000 shares raising gross proceeds of NOK 557,277,000. The subscription price per offer share (the “Offer Price”) was set at NOK 11.15, which was equal to the closing price on 9 November 2020. The Private Placement consisted of two separate tranches; one tranche of 21,900,000 shares ("Tranche 1") and a second tranche of 28,080,000 shares ("Tranche 2"). All applicants will receive shares in Tranche 1, except for Geveran Trading Co Ltd. ("Geveran") who will receive allocated shares both in Tranche 2 and in Tranche 1. Tranche 1 shares will be listed on the Oslo Stock Exchange once they have been issued by the Company. As such, Tranche 1 shares will be tradable from the registration of the share capital increase in the Norwegian Register of Business Enterprises. The shares in Tranche 2 will be issued on a separate ISIN and will not be tradable on the Oslo Stock Exchange until a listing prospectus has been approved by the Financial Supervisory Authority of Norway and published, expected the first half of December 2020. Consequently, the Tranche 2 shares received by Geveran will not be tradable before said prospectus has been approved and published.

The share capital increase pertaining to the Private Placement was resolved by the Board of Directors of the Company (the "Board") on 9 November 2020 pursuant to an authorization granted by the Company's annual general meeting held 16 April 2020. Notification of allotment of the new shares in the Private Placement and payment instructions will be sent to the applicants through a notification from the Manager on 10 November 2020.

Payment from the subscribers are due on 12 November 2020 and delivery of the offer shares is expected on or about 16 November 2020.

The first day of trading of the Tranche 1 shares is expected to be on or about 16 November 2020, but not before the registration of the share capital increase in the Norwegian Register of Business Enterprises. Following registration of the new share capital pertaining to the Private Placement, the Company will have a share capital of NOK 323,666,726.50 divided into 647,333,453 shares, each with a par value of NOK 0.5.

Completion of the Private Placement implies a deviation from the existing shareholders' pre-emptive rights to subscribe for and be allocated new shares. The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014, and is of the opinion that the proposed Private Placement is in compliance with these requirements. Following careful considerations, the Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement setting aside the pre-emptive rights of the existing shareholders to subscribe for shares. By structuring the transaction as a private placement, the Company will be in a position to raise capital in a timely manner to partially finance the Acquisition. The Board also notes that the Private Placement has been publicly announced, and the equity is raised at a price equal to last trading price and with significantly lower completion risks compared to a rights issue.

No subsequent offering is contemplated as a consequence of this Private Placement. However, as a consequence of the private placement completed on 23 August 2020, the Company contemplates to carry out a subsequent share offering of new shares on or about 2 December at a price of NOK 11.30 directed at certain eligible shareholders as of 23 August 2020.

The following allocations have been given to primary insiders in the Company at the same terms as other investors in the Private Placement. The below calculations of ownership are based on the number of outstanding shares in the Company following the completion of the Private Placement, but will be subject to potential further change following the completion of the contemplated Subsequent Offering (as defined below):

* Geveran, represented on the Board by Cecilie Astrup Fredriksen, Kathrine Astrup Fredriksen and Lars Erich Nilsen, was allocated 40,864,097 shares in the private Placement. Following the completion of the Private Placement, Geveran will own 521,840,723 shares in the Company, equal to 80.61% of the share capital.

* Bjørn Henningsen, deputy chair of the Board, was allocated 31,346 shares in the Private Placement through one or more controlled entities. Following completion of the Private Placement, Bjørn Henningsen and related parties will own 405,999 shares in the Company, equal to 0.06% of the share capital;

* Carl Erik Krefting, Board member, was allocated 356,664 shares in the Private Placement through one or more controlled entities. Following completion of the Private Placement, Carl Erik Krefting and related parties will own 356,664 shares in the Company, and 3,500,000 shares through financial instruments, in aggregate equal to 0.6% of the share capital. In addition Krefting has options which need to be exercised within 19 October 2021 for subscription of 500,000 shares in the Company as follows: 333,333 of the options are exercisable, while the remaining 166,667 options will be exercisable from 1 January 2021;

* Anders Buchardt, Board member, was allocated 775 shares in the Private Placement through one or more controlled entities. Following completion of the Private Placement, Anders Buchardt and related parties will own 10,024 shares in the Company, equal to 0.002% of the share capital; and

* Bent Oustad, CEO, was allocated 5,533 shares in the Private Placement through one or more controlled entities. Following completion of the Private Placement, Bent Oustad and related parties will own 71,672 shares in the Company, equal to 0.01% of the share capital. In addition Oustad has options which need to be exercised within 1 July 2022 for subscription of 5,750,000 shares in the Company as follows: 2,250,000 of the options are exercisable, 1,500,000 options will be exercisable from 1 January 2021 and the remaining 2,000,000 options will be exercisable from 1 January 2022.

DNB Markets, a part of DNB Bank ASA acted as Sole Bookrunner (the "Manager") in the Private Placement.

Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in connection with the Private Placement.

For further information, please contact:

Bent Oustad, CEO, mob: +47 4801 6082, e-mail: bo@npro.no

Haavard Rønning, CFO, mob. +47 400 200 19, e-mail: hr@npro.no

 

Important information

The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.

Any person who is not a relevant person should not act or rely on this document or any of its contents. Any offer of securities to the public that may be deemed to be made pursuant to this communication in any member state of the European Economic Area (each an "EEA Member State") that has implemented Regulation 2017/1129 (the "Prospectus Regulation") is only addressed to qualified investors in that Member State within the meaning of the Prospectus Regulation.

The information contained in this document does not purport to be comprehensive. The Manager, its subsidiary undertakings or affiliates, or its directors, officers, employees, advisers or agents does not accept any responsibility or liability whatsoever for (whether in contract, tort or otherwise) or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this document (or whether any information has been omitted from the document) or any other information relating to the Company, its subsidiaries, affiliates or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection therewith. The Manager disclaim any responsibility for any acts or omissions of the Company, any of the Directors, or any other person in connection with the Private Placement.

The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Manager assume any responsibility in the event there is a violation by any person of such restrictions.

The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release 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.

The Manager is acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release.

Forward-looking statements:

This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.