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.
Reference is made to the stock exchange notice published on 11 December 2024
regarding a block sale of treasury shares in HAV Group ASA (the "Company")
through an accelerated bookbuilding process (the "Offering").
The Company has successfully sold its stake of 3,466,829 treasury shares (the
"Offer Shares") which is equal to approx. 9.9% of the Company's outstanding
shares at NOK 8.50 per share.
The settlement in the Offering is expected to take place on or about 16 December
2024 on a delivery versus payment basis (normal DVP T+2).
Havila Holding AS, a company related to Mr. Vegard Sævik who is the Chairman of
the Company and Ms. Hege Sævik Rabben who is a Director of the Company, was
allocated all of the Offer Shares. A separate notice will be provided.
Fearnley Securities AS acted as manager in the Offering (the "Managers").
This information is published in accordance with the Market Abuse Regulation
(EU) 596/2014 Article 5, as supplemented by delegated Commission Regulation (EU)
2016/1052, and is subject to disclosure requirements in accordance with the
Securities Trading Act § 5-12.
Important Notices:
This announcement and the information contained herein is for information
purposes only and is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities in the United States,
Canada, Australia, Japan, Hong Kong or South Africa or any other jurisdiction in
which such an offer or solicitation would be unlawful. 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"), or under the applicable securities laws of any state or other
jurisdiction of the United States or of Canada, Australia, Hong Kong, South
Africa or Japan. Such securities may not be offered or sold in the United States
unless registered under the Securities Act or offered in a transaction exempt
from, or not otherwise subject to, the registration requirements of the
Securities Act and the securities laws of any relevant state or other
jurisdiction of the United States. There will be no public offering of such
securities in the United States or in any other jurisdiction.
The securities referred to herein have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Offering or the accuracy
or adequacy of this announcement. Any representation to the contrary is a
criminal offence in the United States.
In the European Economic Area (the "EEA"), this announcement is addressed only
to and directed only at, persons in member states who are "qualified investors"
within the meaning of Article 2(e) of the Prospectus Regulation (Regulation
((EU) 2017/1129) ("Qualified Investors").
In the United Kingdom, this announcement is being distributed only to, and is
directed only at, persons who: (A) (i) are "investment professionals" specified
in Article 19(5) of the Financial Services and Markets Act (Financial Promotion)
Order 2005 (the "Order") or (ii) high net worth entities falling within Article
49(2)(a) to (d) of the Order or (iii) are other persons to whom it may otherwise
lawfully be communicated