2012-02-14 17:36:12 -
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, HONG KONG, OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE
AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
The Board of Directors of BWG Homes ASA (BWG) intends to raise new equity in the
amount of NOK 300-400 million through a private placement directed towards
existing shareholders and new investors. The minimum subscription amount in the
private placement will be EUR 50,000 or the equivalent in NOK. The subscription
price will be determined through a book-building process; the final price is
subject to Board approval.
Completion of the private placement is subject to Board of Directors proposing a
resolution to increase the capital
which is approved by the shareholders at an
Extraordinary General Meeting scheduled for 7 March 2012. Shareholders and
others applying for shares in the private placement undertakes to vote in favour
of the private placement at the Extraordinary General Meeting.
Arctic Securities ASA has been engaged as sole-lead manager and bookrunner for
the Private Placement and the repair issue.
Arctic Securities ASA has received pre-committed applications at market terms
for a substantial amount of the private placement amount of NOK 300-400 million,
in which pre-commitments from the two largest shareholders, Oslo Bolig og
Sparelag and Lani Industrier AS, which in total controls 35.84% of the share
capital in BWG have subscribed for their relative portion. The application
period will start on Tuesday 14 February at 17:30 pm CET and be open until
08:00 am CET on Wednesday 15 March 2012. However, the Company, together with the
Manager, reserve the right to close (at the earliest 14 February 2012 at 20:00
CET) or extend the application period at any time.
The shares issued in the private placement will not be listed on Oslo Børs until
the Norwegian Financial Supervisory Authority has approved a listing prospectus.
This prospectus will also describe the repair issue and is expected to be
approved on or about 21 March 2012.
There will be a subsequent repair issue in the amount of up to NOK 40 million at
same subscription price as in the private placement. The repair issue will be
directed at existing shareholders as of 14 February 2012 who has not been given
opportunity to participate in the private placement. The subscription period for
the repair issue is expected to commence 21 March 2012.
Subsequent to the private placement, BWG also considers to issue a three year
unsecured bond loan up to NOK 300 million.
For further information, please contact
Lars Nilsen, CEO, tel. +47 23 24 60 00
Arnt Eriksen, CFO, tel. +47 23 24 60 37, +47 922 14 625
Important Notices
The contents of this announcement have been prepared by and are the sole
responsibility of BWG Homes ASA (BWG). Arctic Securities ASA is acting
exclusively for BWG and no one else and will not be responsible to anyone other
than BWG for providing the protections afforded to their respective clients, or
for advice in relation to the contemplated private placement and possible
subsequent offering, the contents of this announcement or any of the matters
referred to herein.
The distribution of this announcement and other information in connection with
the private placement and the possible subsequent offering 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 announcement may not be used for, or in connection with, and does not
constitute, any offer to sell, or an invitation to purchase, any securities. The
private placement and the possible subsequent offering will not be made in any
jurisdiction or in any circumstances in which such offer or solicitation would
be unlawful.
This announcement is not an offer to sell or the solicitation of any offer to
buy any BWG shares or other securities of BWG (the Securities) in the United
States, nor shall there be any sale of the Securities in any state thereof in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state. The Securities may
only be offered and sold in the United States pursuant to an effective
registration statement filed with the United States Securities and Exchange
Commission or pursuant to an exemption from the registration and prospectus
delivery requirements of the United States Securities Act of 1933, as amended.
Any public offering of the Company's securities in the United States will be
made only by means of a prospectus that may be obtained from the Company and
that will contain detailed information about the Company and management, as well
as financial statements and other information relevant to investors
The BWG shares have not been and will not be registered under the applicable
securities laws of Australia, Canada or Japan and may not be offered or sold
within Australia, Canada or Japan.
In the United Kingdom, this announcement is directed only at persons who (i)
have professional experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended, the Financial Promotion Order), (ii) are
persons falling within Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations etc) of the Financial Promotion Order, (iii) are
outside the United Kingdom, or (iv) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21 of
the Financial Services and Markets Act 2000) in connection with the issue or
sale of any securities may otherwise lawfully be communicated or caused to be
communicated. This announcement is directed only at such persons and must not be
acted on or relied on by persons in the United Kingdom who are not such persons.
Any investment or investment activity to which this announcement relates is
available in the United Kingdom only to such persons and will be engaged in only
with such persons and no other persons in the United Kingdom should rely or act
upon this announcement.
All investment is subject to risk. The value of the BWG shares may go down as
well as up. Past performance is no guarantee of future returns. Potential
investors are advised to seek expert financial advice before making any
investment decision.
This information is subject of the disclosure requirements acc. to §5-12 vphl
(Norwegian Securities Trading Act)
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: BWG Homes ASA via Thomson Reuters ONE
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