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1 October 2012: Reference is made to the stock exchange announcement by Orkla ASA ("Orkla", OSE ticker: ORK) on 19 September 2012 regarding the intention to list Borregaard ASA ("Borregaard") on the Oslo Stock Exchange and the contemplated sale of shares in Borregaard by Orkla in the form of an initial public offering (the "Offering"). Orkla has resolved to launch the Offering and expects, subject to the successful completion of the Offering, that the shares of Borregaard will be admitted to listing on the Oslo Stock Exchange on 18 October 2012.
The selling shareholder BRG Holding AS (the "Selling Shareholder), a wholly-owned subsidiary of Orkla, intends to offer for sale up to 81 million shares (the "Offer Shares") representing up to 81% of the shares of Borregaard. In addition, the Joint Global Co-ordinators and Joint Bookrunners have been granted an option to over-allot a number of additional shares equal to up to 15% of the final number of Offer Shares sold in the Offering.
The Offering will comprise:
(i) an institutional offering, in which Offer Shares are being offered to (a) institutional and professional investors in Norway, (b) investors outside Norway and the United States in compliance with Regulation S under the US Securities Act and pursuant to applicable exemptions from local prospectus requirements, and (c) in the United States to QIBs as defined in, and in reliance on, Rule 144A under the US Securities Act, subject to a lower limit per application of NOK 1,000,000; and
(ii) a retail offering, in which Offer Shares are being offered to the public in Norway, subject to a lower limit per application of NOK 10,500 and an upper limit per application of the NOK 999,999 for each investor.
The bookbuilding for the institutional offering will commence on 3 October 2012 at 09:00 hours (CET), and run until 15:00 hours (CET) on 17 October 2012, and the application period for the retail offering will commence on 3 October 2012 at 09:00 hours (CET) and run until 12:00 hours (CET) on 17 October 2012, both subject to shortening and extension. The final number of Offer Shares, and the final price per Offer Share, will be determined by the Selling Shareholder after completion of the book building period for the institutional offering. The pricing of the transaction is expected to take place on or around 17 October with conditional trading of the shares on the Oslo Børs to commence on or around 18 October under the symbol "BRG."
Completion of the Offering is conditioned upon (i) the satisfaction of the conditions for admission to trading set by the Oslo Stock Exchange, which are that (a) Borregaard will have in excess of 500 shareholders, each holding shares with a value of more than NOK 10,000, (b) there will be a minimum free float of the shares of 25%, and (c) the prospectus has been published, (ii) the Selling Shareholder, in consultation with the Managers having approved the offer price and the allocation of the Offer Shares to eligible investors following the bookbuilding process, (iii) Borregaard, Orkla and the Selling Shareholder and the Joint Bookrunners (on behalf of the Managers) having entered into the purchase agreement and satisfaction of the conditions for the closing of the purchase agreement, (iv) the purchase agreement not having been terminated by the Managers due to force majeure, and (v) the purchase agreement not having been terminated due to default by the Managers. There can be no assurance that these conditions will be satisfied.
The terms and conditions of the Offering will be presented in the prospectus prepared in connection with the Offering and listing of Borregaard, which is expected to be published on the morning of 3 October 2012, subject to the approval by the Financial Supervisory Authority of Norway. The prospectus will, subject to regulatory restrictions in certain jurisdictions, be available at www.borregaard.com, www.abgsc.com, www.dnb.no/emisjoner, www.handelsbanken.no/aktiviteter and www.sebenskilda.no from the commencement of the book-building period and the application period for the Offering, 3 October 2012 at 09:00 hours (CET). Hard copies of the Prospectus may also be obtained free of charge from the same date at the offices of Borregaard at Hjalmar Wessels vei 10, 1721 Sarpsborg, Norway, or by contacting one of the Managers.
ABG Sundal Collier and UBS Investment Bank are acting as Joint Global Co-ordinators and Joint Bookrunners, and DNB Markets, Handelsbanken Capital Markets and SEB Enskilda are acting as Co-Lead Managers.
Borregaard is a bio-based specialty chemicals company with one of the world's most advanced biorefineries. From natural and renewable raw materials, Borregaard produces advanced and environmentally friendly biochemicals, biomaterials and bioethanol that can be used as substitutes for petrochemical-based products. Borregaard also holds strong positions within ingredients and fine chemicals. Borregaard has 1100 employees in plants and sales offices in 17 countries throughout Europe, the Americas, Asia and Africa.
This announcement is not and does not form a part of any 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 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"), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. 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 the securities referred to in this announcement will be made by means of a prospectus. This announcement is 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 announcement except on the basis of information contained in the aforementioned 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 persons in the United Kingdom 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.
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," "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 Orkla 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.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
Rune Helland, SVP Investor Relations, Orkla ASA
Tel: +47 97 71 32 50
 Assuming NOK 1.0 billion in net interest bearing debt as of June 30, 2012
This information is subject to disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act