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.
Reference is made to the stock exchange release by B2Holding ASA ("B2Holding" or the "Company") on 13 March regarding a contemplated private placement (the "Private Placement") of up to 36,912,000 new shares in the Company (the "Transaction Announcement"). The Company is pleased to announce that the Private Placement has been successfully subscribed, raising gross proceeds of NOK 747,468,000 at a subscription price of NOK 20.25 per share. The private placement was significantly oversubscribed.
The share capital increase pertaining to the issuance of the new shares is resolved by the Board of Directors pursuant to an authorization granted by the Company's general meeting on 24 May 2017. Completion of the Private Placement implies a deviation from the existing shareholders pre-emptive rights to subscribe for and be allocated new shares. The Board of Directors has carefully considered such deviation and has resolved that the Private Placement is in the best interests of the Company and its shareholders. In reaching this conclusion the Board of Directors has inter alia considered the limited discount to previous trading prices, the dilutive effect of the share issue, the investor interest in the transaction, the strengthening of the shareholder base that will be achieved by the Private Placement, the liquidity in the shares, transaction costs, transaction efficiency and completion risks. The Company will not conduct a subsequent "repair offering".
Delivery of the new shares allocated in the Private Placement will, in order to facilitate delivery-versus-payment and timely delivery of already listed shares to investors in the Private Placement, be made by delivery of existing and unencumbered shares in the Company, pursuant to share lending agreements entered into between the Company, Nordea Bank AB (publ), filial i Norge and each of Indigo invest AS and Valset Invest AS.
The Company intends to apply the net proceeds from the Private Placement towards general corporate purposes, including the purchase of a Greek portfolio with face value of EUR 3.7 billion, as well as the potential purchase of two significant portfolios in Central- and South-Eastern Europe and a new platform in Western Europe.
As disclosed in the Transaction Announcement, the B2Holding group has entered into a purchase agreement with Alpha Bank for the acquisition of a large portfolio investment in Greece. The contracting party in the B2Holding group is a portfolio investment company, while B2Holding's licensed subsidiary B2Kapital Greece will manage and service the portfolio. To facilitate a smooth transition period, such management and service will for a period be conducted in cooperation with a third party service provider, in agreement with the seller.
Arctic Securities AS and Nordea Bank AB (publ), filial i Norge acted as Joint Bookrunners in the Private Placement. Advokatfirmaet Thommessen AS is legal counsel to the Company.
This information is subject to disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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.
