NOT FOR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. B2HOLDING: CONTEMPLATED PRIVATE PLACEMENT, SIGNIFICANT PORTFOLIO PURCHASES YTD, POTENTIAL NEW PLATFORM IN WESTERN EUROPE Oslo, Norway 13 March 2018 Private Placement: B2Holding ASA (the "Company", "B2H") has engaged Arctic Securities AS and Nordea Bank AB (publ), filial i Norge (the "Joint Bookrunners"), to assist the Company in a contemplated private placement (the "Private Placement") of up to 36,912,000 new shares in the Company, corresponding to approximately 10% of issued share capital. The Private Placement is directed towards Norwegian and international institutional investors pursuant to and in compliance with applicable exemptions from the obligation to publish a prospectus pursuant to the Norwegian Securities Trading Act or similar legislation in other jurisdictions. The Company intends to apply the net proceeds from the Private Placement towards general corporate purposes, including the potential purchase of two substantial portfolios in Central- and Southeastern Europe and a new platform in Western Europe. The transactions will reiterate and strengthen the Company's position as a leading pan-European debt purchaser. The potential platform will add substantial NPL volumes to the Company's opportunity set. Please see below for more details. The subscription price in the Private Placement will be determined following an accelerated book-building process conducted by the Joint Bookrunners. The application period commences today on 13 March 2018 at 16:30 (CET) and will close on 14 March 2018 at 08:00 hours (CET). The Company, in consultation with the Joint Bookrunners, reserves the right to close the application period at any time at its sole discretion, at short notice. The minimum order size and allocation in the Private Placement is a NOK amount equivalent to EUR 100,000. The allocation of shares will be determined at the end of the book-building process. The final allocation will be made at the discretion of the Board of Directors in consultation with the Joint Bookrunners. Prioritet Group AB, Valset Invest AS and Indigo Invest AS (the "Primary Insiders") have pre-subscribed for 2,381,481 new shares. Prior to the transaction the Primary Insiders own 24.5% of the share capital of the Company. The completion of the Private Placement is conditional upon on the corporate resolutions of the Company required to implement the Private Placement being made, including the Board of Directors' approval of the subscription price in the Private Placement and its resolutions to allocate the offer shares and increase the share capital of the Company, in addition to payment being received for the allocated offer shares. Delivery of the new shares allocated in the Private Placement will for all investors be made by delivery of existing and unencumbered shares in the Company, pursuant to a share lending agreement entered into between the Company, Nordea Bank AB (publ), Valset Invest AS and Indigo Invest AS in order to facilitate "delivery-versus-payment" delivery of already listed shares to investors in the Private Placement. The new shares will be issued to the Joint Bookrunners for redelivery to Valset Invest AS and Indigo Invest AS. Early mover through significant portfolio purchase in Greece, record-strong volume YTD, potential new platform in Western Europe: B2Kapital Greece, the Greek subsidiary of B2Holding, has entered into an agreement with Alpha Bank A.E. to purchase a non-performing portfolio of retail unsecured loans in Greece. The portfolio has a face value of EUR 3.7 billion, approx. 315,000 individual claims and a purchase price of EUR 90 million. The transaction marks B2H's first portfolio acquisition in Greece and positions the Company as an early mover. The agreement is one of the largest ever to be penned in Greece and confirms B2H's intention to become one of the leading players in the Greek NPL-market. The transaction is expected to be completed in Q1 2018, and will be financed by available funds. Additionally, the Company has agreed on commercial terms for the purchase of two significant portfolios in Central- and Southeastern Europe. The portfolios will strengthen the Company's position as one of the market leaders in the two regions. The portfolio in Central Europe is pending regulatory approval, both portfolios are expected to close in Q2 2018. A separate announcement will follow upon completion. Including the three portfolios mentioned, B2H will have purchased portfolios for approx. EUR 275 million year-to-date, compared to EUR 38 million in Q1 2017 and EUR 154 million in H1 2017. In 2017, the Company purchased portfolios for EUR 418 million. B2H is experiencing a record-strong pipeline, distributed across all regions present. After the contemplated private placement and given the Company's current policy of an equity ratio of around 30%, B2H will have up to NOK 4 billion in investment capacity. Additionally, the Company generates significant cash flow from its existing portfolios; in 2017 B2H posted NOK 1.8 billion in cash EBITDA. Furthermore, B2H is actively pursuing new platform acquisitions and is currently in advanced talks over a new platform in a Western European country. The platform will add substantial NPL volumes and further diversify the Company's reach. The company expects to conclude the sales and purchase agreement this month. A separate announcement will follow upon completion. The above-mentioned transactions will further diversify the Company's market presence and strengthen its position as a leading pan-European debt purchaser. Following the transactions, B2Holding will have 22 platforms and own portfolios in 21 countries. "The acquisition of the portfolio in Greece is part of the strategy of B2Holding to be one of the leading Pan-European debt buyers and servicers of non-performing loans in the region. The portfolio will strengthen the position of our Greek subsidiary, B2Kapital A.E. which is licensed and supervised by the Bank of Greece since August 2017", says Christos Savvides, Regional Director for Southeastern Europe. For further information, please contact: Olav Dalen Zahl Chief Executive Officer, B2Holding ASA +47 909 86 386 Erik Just Johnsen Chief Financial Officer, B2Holding ASA +47 415 77 055 ABOUT B2HOLDING B2Holding provides debt solutions for banks and institutional vendors. Since starting its activities at the end of 2011, B2Holding has grown rapidly and has established itself as one of the leading players in the markets where the Group operates. B2Holding's Head office is located in Oslo. The Group has full operations in 21 European countries and offices in three additional countries. B2Holding has a stated strategy for further growth, mainly in Central and Eastern Europe. IMPORTANT INFORMATION This communication may not be published, distributed or transmitted in the United States, Australia, Canada or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States, Norway or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act and to "major U.S. institutional investors" under SEC Rule 15a-6 to the United States Exchange Act of 1934. No public offering of the securities will be made in the United States. In any EEA Member State 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. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in any relevant Member State) and includes any relevant implementing measure in the relevant Member State. In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement 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 "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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. 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 announcement is made by and, and is the responsibility of, the Company. The Joint Bookrunners are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Joint Bookrunners nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein. This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Joint Bookrunners nor any of their respective affiliates accepts any liability arising from the use of this announcement. Each of the Company, the Joint Bookrunners and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This information is subject to disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
