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.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS
RELEASE.
Oslo, 8 June 2016; Reference is made to the stock exchange
announcement dated 7 June 2016 regarding the successful
completion of the initial public offering of B2Holding ASA
(B2Holding, ticker B2H), (the Offering).
Arctic Securities AS (the Stabilisation Manager) may engage
in stabilisation activities of the shares of B2Holding from
today 8 June 2016 to and including 8 July 2016 (the
"Stabilisation Period"). Any stabilisation transactions will
be aimed to support the market price of the shares of
B2Holding.
In connection with the Offering, the Managers have over-
allotted to the applicants in the Offering 10,412,499 shares
in B2Holding, which equals approximately 15% of the number of
shares issued and sold in the Offering before over-
allotments. In order to permit the delivery in respect of
over-allotments made, the Stabilisation Manager has been
granted the option, on behalf of the Managers, to borrow from
Prioritet Group AB a number of shares in B2Holding equal to
the number of shares over-allotted (the "Lending Option").
Further, the Stabilisation Manager, on behalf of the
Managers, has been granted an option (the Over-Allotment
Option) by B2Holding, which entitles the Managers, at the
request of the Stabilisation Manager, to acquire from
B2Holding up to 10,412,499 new shares in B2Holding to be
issued to the Stabilisation Manager, on behalf of the
Managers, at a price per share of NOK 12.00, which is equal
to the offer price in the Offering (the Offer Price). The
Over-Allotment Option may be exercised at any time and from
time to time, in whole or in part, in a period commencing on
the first day of trading in the Shares and expiring 35 days
thereafter (13 July 2016). The Stabilisation Manager may
close out the short position created by over-allotting shares
by buying shares in the open market through stabilisation
activities and/or by exercising the Over-Allotment Option.
The shareholding of Prioritet Group AB will accordingly not
change as a result of the Lending Option.
The Stabilisation Manager (or persons acting on behalf of the
Stabilisation Manager) may effect transactions that stabilise
or maintain the price of the shares of B2Holding at a level
higher than that which might otherwise prevail, by buying
shares in B2Holding in the open market at prices equal to or
lower than (but not above) the Offer Price. However, there is
no obligation on the Stabilisation Manager (or any person
acting on behalf of the Stabilisation Manager) to do so.
Moreover, there is no assurance that the Stabilisation
Manager (or persons acting on behalf of the Stabilisation
Manager) will undertake stabilisation activities. If
stabilisation activities are undertaken, they may be
discontinued at any time, and must be brought to an end upon
or before the expiry of the Stabilisation Period.
Within one week after the expiry of the stabilisation period,
the Stabilisation Manager will publish a statement through
the information system of the Oslo Stock Exchange under
B2Holding's ticker with information as to whether or not
price stabilisation activities were undertaken, including the
date at which stabilisation started, the date at which
stabilisation last occurred, and the price range within which
stabilisation was carried out for each of the dates during
which the stabilisation transaction were carried out.
Any stabilisation activities will be conducted in accordance
with Section 3-12 of the Norwegian Securities Trading Act and
the EC Commission Regulation 2273/2003 implementing Directive
2003/6/EC of the European Parliament and of the Council as
regards exemptions buy-back programme and stabilisation of
financial instruments.
For further details see the prospectus dated 24 May 2016
issued by B2Holding ASA in connection with the Offering and
the listing of its shares on Oslo Stock Exchange.
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.
