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.
HAV Group ASA (the "Company") has retained Fearnley Securities AS as managers
(the "Managers") to explore a block sale of treasury shares through an
accelerated bookbuilding process (the "Offering").
As stated by the Company in a stock exchange notice on 22 November 2024, the
Company has committed to sell its entire holding of 3,466,829 treasury shares
(the "Offer Shares") which is equal to approx. 9.9% of the Company's outstanding
shares. The price will be fixed at NOK 8.50 per Offer Share. As further stated
in the Company's stock exchange notice on 22 November 2024, the sale is made
pursuant to a requirement from the Company's lender DNB in connection with a
waiver agreement from financial covenants, and the Company's largest shareholder
Havila Holding AS has provided a guarantee for the purchase of the shares at a
price level of NOK 8.50 per share. Havila Holding AS is represented on the
Company's board of directors by the Chairman Mr. Vegard Sævik and the Director
Ms. Hege Sævik Rabben.
The bookbuilding period in the Offering will commence immediately 11 December
2024 at 16:30 CET and will close no later than on 12 December 2024 at 08:00 CET.
The Company may, at its sole discretion, extend or shorten the bookbuilding
period at any time and for any reason without notice. If the bookbuilding period
is extended or shortened, the other dates referred to herein might be changed.
The Offering is expected to be allocated before 09:00 CET on 12 December 2024
(T). The settlement in the Offering will be conducted on a normal
delivery-versus-payment basis (DVP T+2).
The minimum order and allocation in the Offering have been set to the NOK
equivalent of EUR 100,000. The Managers may, however, offer and allocate an
amount below the NOK equivalent of EUR 100,000 in the Offering to the extent
exemptions from prospectus requirements, in accordance with Regulation (EU)
2017/1129 and ancillary regulations, are available.
For more information about the Offering please contact the Managers:
Fearnley Securities: +47 22 93 60 00This 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 Notice:
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