NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES, OR IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE
Reference is made to the press release from BEWI Invest AS («BEWI Invest» or the «Company») published on 29 March 2023 regarding the agreement to acquire 44.4 % of the shares in SinkabergHansen AS (the “Transaction”), and the press release published on 17 April 2023 regarding a contemplated private placement of new ordinary class B shares.
The Company is pleased to announce that it has raised approximately NOK 643 million in gross proceeds in the private placement at a price per share of NOK 410 (the «Offer Price»), subject to satisfaction of the Condition (as defined below) (the «Private Placement»), of which approximately NOK 623 million is raised through issuance of 1,519,931 new shares (the “Offer Shares”), and NOK 20 million is raised through entering into a bilateral agreement between BEWI Invest and one of the investors pursuant to which the investor will purchase the respective shares from BEWI Invest’s holding of treasury shares at a price equal to the Offer Price, such purchase to be settled during Q3 2023.
The Private Placement and the resolution to issue the Offer Shares were approved by the extraordinary general meeting in the Company (the “EGM”) held today, 25 April 2023. The EGM also approved the issuance of hybrid bonds to be used as consideration in the Transaction.
The net proceeds of the Private Placement to the Company will be used to partly finance the cash consideration of the Transaction and for general corporate purposes.
The board of directors of BEWI Invest has resolved that it has an intention to apply for a listing of the Company’s shares on the Oslo Stock Exchange, alternatively Euronext Growth Oslo, within 12 months from closing of the Transaction.
Subject to completion of the Private Placement, the Company’s share capital will be NOK 11,686,631 divided into (i) 746,807 preference shares (A shares) and (ii) 10,939,824 ordinary shares (B shares), each with a nominal value of NOK 1.00.
Notification of allocations of Offer Shares are expected to be distributed by the Managers (as defined below) on or about 25 April 2023. Settlement of the Offer Shares will take place on a delivery versus payment («DVP») basis following registration of the share capital increase pertaining to the issuance of the Offer Shares with the Norwegian Register of Business Enterprises and the Offer Shares having been validly issued in the Norwegian Central Securities Depository (VPS) (the “Condition), expected on or about 9 May 2023, and will be facilitated by a prepayment agreement entered into between the Company and the Managers.
DNB Markets, a part of DNB Bank ASA, acts as financial advisor to BEWI Invest in connection with the Transaction, and DNB Markets, Carnegie AS, SpareBank 1 Markets AS and Danske Bank, Norwegian Branch, act as joint bookrunners in connection with the Private Placement (the “Managers”). Arntzen de Besche Advokatfirma AS acts as legal advisor to BEWI Invest in connection with the Transaction and the Private Placement. Wikborg Rein Advokatfirma AS acts as legal advisor to the Managers in connection with the Private Placement.
About BEWI Invest
BEWI Invest is a Norwegian industrial owner with a high-quality portfolio mainly comprised of companies within industry, real estate, and seafood. The company has a long-term perspective and has demonstrated a proven track record of value creation and growth. Through active and responsible ownership, BEWI Invest has been instrumental in the growth and value creation in its portfolio companies with sustainability at the core.
Contact:
Bjørnar André Ulstein,
CEO BEWI Invest,
+47 402 30 785
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
IMPORTANT NOTICE
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. None of the Managers or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries 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 announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is not an offer for sale of securities in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e. only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression «EU Prospectus Regulation» means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).
This communication is only being distributed to and is only directed at persons in the United Kingdom that are «qualified investors» within the meaning of the EU Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 and that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the «Order») or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as «relevant persons»). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
This announcement is made by, and is the responsibility of, the Company. The Managers and their respective affiliates are acting exclusively for the Company and no-one else in connection with the Private Placement. They will not regard any other person as their respective clients in relation to the Private Placement and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Private Placement, the Managers and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Placement or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Managers and any of their respective affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as «believe», «aim», «expect», «anticipate», «intend», «estimate», «will», «may», «continue», «should» and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies, and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies, and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, each of the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.