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18 October 2012: Orkla ASA ("Orkla", OSE ticker: ORK) announces the successful completion of the bookbuilding period for the initial public offering of the Shares (the "Offering") of Borregaard ASA ("Borregaard", the "Company", OSE ticker: BRG). In summary:
Orkla to sell 81 million shares in the Offering, representing 81% of the shares of Borregaard. In addition, the Joint Bookrunners have over-allotted 12,150,000 shares, representing 15% of the Offering, and exercised their option to borrow 12,150,000 shares from Orkla for the purpose of covering such over-allotment.
Shares to be priced at NOK 21 per share.
Offering will raise gross proceeds to Orkla of approximately NOK 1.7 billion before over-allotments.
Borregaard market capitalization of NOK 2.1 billion based on the offer price of NOK 21 per share.
Trading of the shares in Borregaard on the Oslo Stock Exchange will commence on 18 October 2012 on an "if delivered" basis.
The Offering was comfortably oversubscribed, with approximately 87% of the shares in the Offering allotted to investors in the institutional offering and 13% of the shares to investors in the retail offering. Following the Offering, Borregaard is expected to have approximately 8,500 shareholders.
Notifications of allotted shares and the corresponding amount to be paid by investors are expected to be distributed in letters to the investors from the VPS on or about 18 October 2012. Investors having access to investor services through their VPS account manager will be able to check the number of shares allocated to them from approximately 08:00 hours on 18 October 2012. The Managers may also be contacted for information regarding allocation.
"We are pleased with the significant interest in becoming a shareholder of Borregaard. The Company has been a part of Orkla since 1986, and has for several years been an important part of the group. As Orkla is in the process of becoming a focused branded goods portfolio company, it is natural to establish a new ownership structure for Borregaard. The Company now enters a new exciting phase as an independent company. " says Åge Korsvold, President and CEO of Orkla ASA.
"Borregaard has a unique business model and we are of the opinion that a public listing provides a suitable ownership structure for us. This has also been confirmed in meetings with potential investors prior to the listing. A listing provides increased opportunity to market the company's advanced biorefinery with production of green chemicals from timber and extensive research and development activities. " says Per A. Sørlie, President and CEO of Borregaard ASA.
Following the completion of the Offering, Orkla will own 19% of the shares of Borregaard if the over-allotment option is not exercised, or 7% if the over-allotment option is exercised in its entirety.
Orkla has granted the Managers an over-allotment option, exercisable by UBS Limited as stabilisation manager within 30 days from the date of announcement of the final offer price to cover over-allotments or other short positions in connection with the Offering.
A separate disclosure will be issued by the stabilisation manager regarding the over-allotment and stabilisation activities.
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 (jointly the "Managers").
Reference is made to the appendix to this announcement for information on the transaction as required by Orkla in accordance with Section 3.4.1 and 3.4.2 of the Continuing Obligations for Stock Exchange Listed Companies.
Rune Helland, SVP Investor Relations
Tel: +47 22 54 44 11 / +47 97 71 32 50
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.
This information is subject to disclosure under the Norwegian Securities Act section §5-12