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18 October 2012: Orkla ASA ("Orkla", ticker "ORK")
Reference is made to the stock exchange announcement from Orkla on 3 October 2012 regarding the contemplated cancellation of share options in Orkla, and the stock exchange announcement from Borregaard ASA ("Borregaard", ticker: "BRG") today on 18 October 2012 regarding issuance of share options in Borregaard.
The management and employees of Borregaard accepted the offer to exchange their options for shares in Orkla into an equivalent number of options for shares in Borregaard. Consequently, a total of 1,590,000 share options in Orkla were cancelled, allocated as follows:
315.000 options as a strike price of NOK 73,90, expiration date 8.5.2014
430.000 options as a strike price of NOK 44,86, expiration date 22.5.2015
430.000 options as a strike price of NOK 43,88, expiration date 10.5.2016
415.000 options as a strike price of NOK 50,03, expiration date 9.5.2017
None of Orkla's primary insiders will be affected by the transaction.
Rune Helland, SVP Investor Relations
Tel: +47 22 54 44 11 / +47 97 71 32 50
These materials are not an offer for sale of securities.
Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States.
Any offering of securities will be made by means of a prospectus that may be obtained from the issuer or selling security holder and that will contain detailed information about the Company and management, as well as financial statements. This document is an advertisement and not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive"). Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus.
In any EEA Member State other than Norway that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) above together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Matters discussed in this release may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe," "expect," "anticipate," "intends," "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.
This information is subject to disclosure under the Norwegian Securities Act section §5-12