NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, 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.
B2Holding ASA - First day of the Offering -
applications from primary insiders and lock-up
undertakings
Oslo, 25 May 2016; B2Holding ASA, (B2Holding, ticker
B2H). Reference is made to the stock exchange
announcement 24 May 2016, regarding the launch of the
initial public offering (the "Offering") of shares in
B2Holding. The Offering Period commenced today.
The net proceeds from the issue of new shares in the
Offering will be used by B2Holding to inter alia
acquire new debt portfolios and platforms in
accordance with its growth strategy. B2Holding will on
a quarterly basis announce its acquisitions. Single
acquisitions exceeding 5% of the B2Holding's total
assets and other acquisitions that are considered to
have a significant effect on the price of the shares
of B2Holding will be announced when required under the
Continuing Obligation for companies listed on the Oslo
Stock Exchange.
The following primary insiders of B2Holding applied
for Offer Shares at the commencement of the Offer
Period:
- Jens Harald Henriksen has applied for Offer Shares
for a total amount of NOK 250,000; and
- Rasmus Hansson has through his related party RMH
Invest AS, applied for Offer Shares for a total amount
of NOK 500,000.
In addition to the primary insiders mentioned above,
Stenshagen Invest AS, one of the largest shareholders
of B2Holding, has applied for 1 million offer shares
and Steel City AS has applied for 200,000 offer
shares. Stenshagen Invest AS was until 19 May 2016
represented on the Board of Directors through Kjetil
Garstad. Steel City AS is an entity controlled by
Kjetil Garstad.
As set out in the prospectus and except for shares
offered in the Offering, B2Holding, the Company's
Board of Directors, shareholders represented on the
Board of Directors and the Selling Shareholders are
subject to a 6 month lock-up period for the shares
currently held by them. The lock-up period for members
of the Company's management is 9 months. The lock-up
agreements are subject to certain exceptions and may
only be waived with the consent of the Joint
Bookrunners. The prospectus is, subject to regulatory
restrictions in certain jurisdictions, available at
www.b2holding.no, www.abgsc.com, www.arcticsec.no and
www.nordea.no/b2. Hard copies of the Prospectus may be
obtained free of charge at the offices of B2Holding
ASA at Stortingsgaten 22, N-0161 Oslo, Norway, or by
contacting one of the Joint Bookrunners (defined
below).
ABG Sundal Collier ASA and Arctic Securities AS are
acting as Joint Global Coordinators and Joint
Bookrunners in the IPO, and Nordea Markets a part of
Nordea Bank Norge ASA, is acting as Joint Bookrunner.
Advokatfirmaet Thommessen AS is acting as legal
advisor to the Company and Wikborg Rein & Co
Advokatfirma DA is acting as legal advisor to the
Joint Bookrunners.
Investor relations and media contacts
Olav Dalen Zahl, Chief Executive Officer, B2Holding
ASA +47 909 86 386
J.Harald Henriksen, Chief Financial Officer, B2Holding
ASA, +47 913 92 873
Erik Just Johnsen, Chief Group Controller, B2Holding
ASA +47 415 77 055
About B2Holding ASA
B2Holding is a leading European financial services
provider which has specialized in the investment and
workout of non-performing loans primarily from the
banking sector as well as providing third party debt
collection solutions on behalf of clients. In addition
we draw upon our expertise in handling large amounts
of customer data and offer credit information. The
B2Holding strategy involves identifying the right
portfolio investments, developing strong operational
platforms and acquiring subsidiaries across Europe to
establish a Pan-European player. B2Holding builds its
business through the acquisition of servicing
companies with strong segment positions, and the
purchase of non-performing and partially performing
debt portfolios. B2Holding is uniquely positioned for
profitable growth with an experienced management and
an outstanding track record. For further information,
visit www.b2holding.no.
IMPORTANT INFORMATION
United States
These materials may not be published, distributed or
transmitted in the United States, Canada, Australia,
the Hong Kong Special Administrative Region of the
People's Republic of China, South Africa or Japan.
These materials do not constitute an offer of
securities for sale or a solicitation of an offer to
purchase securities (the "Shares") of B2Holding ASA
(the "Company") in the United States, Norway or any
other jurisdiction. The Shares 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 "Securities Act"). The Shares of the Company have
not been, and will not be, registered under the
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 Securities Act.
European Economic Area
Any offering of securities will be made by means of a
prospectus to be published that may be obtained from
the issuer or selling security holder, once published,
and that will contain detailed information about the
Company and its management, as well as financial
statements.
These materials are an advertisement and not a
prospectus for the purposes of Directive 2003/71/EC,
as amended (together with any applicable implementing
measures in any Member State, the "Prospectus
Directive"). Investors should not subscribe for any
securities referred to in these materials except on
the basis of information contained in the prospectus.
In any EEA Member State other than Norway (from the
time the prospectus has been approved by the Financial
Supervisory Authority of Norway, in its capacity as
the competent authority in Norway, and published in
accordance with the Prospectus Directive as
implemented in 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
Article 2(1)(e) of the Prospectus Directive
("Qualified Investors"), i.e., only to investors to
whom an offer of securities may be made without the
requirement for the Company to publish a prospectus
pursuant to Article 3 of the Prospectus Directive in
such EEA Member State.
United Kingdom
In the United Kingdom, these materials are only being
distributed to and are 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
document relates is available only to Relevant Persons
and will be engaged in only with Relevant Persons.
