Reference is made to the previous stock exchange announcements from Black Sea
Property AS (the "Company") regarding the rights issue of between 107,382,996
and 150,000,000 new shares (the "Offer Shares") at a subscription price of NOK
0.12 per Offer Share (the "Subscription Price") raising gross proceeds of up to
NOK 18,000,000 (the "Rights Issue"). The Rights Issue is partially underwritten
by a consortium of existing shareholders (jointly, the "Underwriters"), who will
secure subscription of Offer Shares for NOK 12,885,956. The Underwriters have
provided the Company with certain shareholder loans and shall convert such
shareholder loans and accrued interest thereunder (the "Shareholder Loans") to
fulfil their underwriting obligations in the Rights Issue.
The subscription period in the Rights Issue will commence today, 19 September
2024.
Nordea Bank Abp, Filial I Norge, is acting as settlement agent in the Rights
Issue (the "Settlement Agent").
Registration and publication of the Prospectus:
The prospectus (the "Prospectus") relating to the Rights Issue was registered
with the Norwegian Register of Business Enterprises ("NRBE") on 17 September
2024.
Subject to applicable securities laws, the Prospectus is attached to this stock
exchange notice and will also be made available at the websites of the Company.
Allocation of Subscription Rights:
The shareholders in the Company as of 16 September 2024 (as registered in the
Euronext Securities Oslo, the Norwegian Central Securities Depository ("VPS") on
18 September 2024 pursuant to the two days' settlements procedure of VPS (the
"Record Date") who are not resident in a jurisdiction where such offering would
be unlawful, or for jurisdictions other than Norway which would require any
filing, registration or similar action (the "Existing Shareholders"), have been
granted subscription rights (the "Subscription Rights") in the Rights Issue that
provide preferential rights to subscribe for and be allocated, Offer Shares at
the Subscription Price.
Existing Shareholders have been granted 1.4837 Subscription Rights for each
existing share in the Company registered as held by the Existing Shareholder at
the Record Date, rounded down to the nearest whole Subscription Right. Each
whole Subscription Rights will, subject to applicable law, give the right to
subscribe for and be allocated one (1) Offer Share at the Subscription Price.
Over-subscription is permitted, however, there can be no assurance that Offer
Shares will be allocated for such subscriptions. Other than subscriptions from
Underwriters, subscription without Subscription Rights is not permitted.
The grant or purchase of Subscription Rights and the subscription of Offer
Shares by persons resident in, or who are citizens of countries other than
Norway, may be affected by the laws of the relevant jurisdiction. Further, no
Offer Shares or Subscription Rights will be offered or sold within the United
States, except in reliance on an exemption from the registration requirements of
the U.S. Securities Act. For a further description of such restrictions,
reference is made to the Prospectus.
Subscription period for the Offer Shares:
The subscription period shall commence at 09.00 (CEST) on 19 September 2024 and
end at 16.30 (CEST) on 3 October 2024 (the "Subscription Period").
Subscription Rights:
The Subscription Rights will be registered in the VPS with ISIN NO0013338434 and
will be distributed to each Existing Shareholder's VPS account at the start of
the Subscription Period. The Subscription Rights will be distributed free of
charge to the Existing Shareholders.
The Subscription Rights may be used to subscribe for Offer Shares in the Rights
Issue before the expiry of the Subscription Period on 3 October 2024 at 16:30
(CEST).
The Subscription Rights will not be admitted to trading on any organized
marketplace.
Existing Shareholders who do not use their Subscription Rights to subscribe for
Offer Shares before the expiry of the Subscription Period will not be entitled
to be allocated any Offer Shares. Existing Shareholders that do not want to
subscribe for Offer Shares will not be able to realize any economic value of the
grant of Subscription Rights to such Existing Shareholder and will also be
subjected to dilution of their proportionate ownership of Shares in the Company.
Regarding further restrictions in respect of who may be allocated or permitted
to acquire or exercise Subscription Rights/subscribe for Offer Shares, reference
is made to Section 4 "The Rights Issue and the Offer Shares" in the Prospectus.
Subscription procedure:
In order to subscribe for Offer Shares, investors holding Subscription Rights
need to complete the subscription form for the Rights Issue (the "Subscription
Form") and submit it to the Settlement Agent by 16:30 hours (CEST) on 3 October
2024 or subscribe via the VPS online subscription system.
Subscribers who are Norwegian residents with a Norwegian personal identification
number who wish to subscribe for Offer Shares are encouraged to subscribe for
Offer Shares through the VPS online subscription system by following the link on
https://investor.vps.no/sc/servlet/no.vps.sc.servlets.SCLogonServlet?ISIN=NO0013
338434&TSted=000VP&Sig=e70d744d9809fbaa9bd85596a830687a6268cd9335280c8aa3006396f
1e16d74 (which will redirect to the VPS online subscription system).
Please note that Subscription Rights that are not used to subscribe for Offer
Shares before the end of the Subscription Period (3 October 2024 at 16:30 CEST),
will lapse without compensation and consequently be of no value.
Allocation of Offer Shares:
Allocation of the Offer Shares will take place on or about 4 October 2024 in
accordance with the following criteria:
(i) First, Offer Shares will be allocated in accordance with granted and
acquired Subscription Rights to subscribers who have validly exercised
Subscription Rights during the Subscription Period