17 March 2017
Prospectus for the Subsequent Offering approved
The subscription periode for the Subsequent Offering will be from and including 17 March 2017 to 31 March 2017.
Bergen Group ASA - Prospectus approved and commencement of subscription period in the subsequent offering
Reference is made to the stock exchange announcement from Bergen Group ASA (the "Company") on 2 November 2016 and 16 March 2017 regarding the subsequent offering of up to 4,401,736 new shares in the Company, each with a par value of NOK 1.00 (the "Offer Shares"), at a subscription price of NOK 1.20 per Offer Share (the "Subsequent Offering").
The Financial Supervisory Authority of Norway has approved the Company's prospectus dated 16 March 2017 (the "Prospectus") prepared in connection with (i) the listing on Oslo Børs of 18,392,333 new shares in the Company, each with a par value of NOK 1.00 (the "New Shares"), issued in connection with the private placement in the Company completed on 28 December 2016 (the "Private Placement") and (ii) the Subsequent Offering and listing on Oslo Børs of up to 4,401,736 Offer Shares. The Prospectus can be downloaded here or at www.norne.no
The New Shares will be delivered to the investors in the Private Placement on or about today, 17 March 2017 under the Company's ISIN NO 001 0379779 and commence trading on Oslo Børs under the Company's ticker code "BERGEN" today, 17 March 2017.
Shareholders of the Company as of 17 November 2016 (and being registered as such in the Company's shareholder register with the Norwegian Central Securities Depository (VPS) on 21 November 2016 (the "Record Date")), except for (i) shareholders who were allocated New Shares in the Private Placement and (ii) shareholders who are resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any filing, registration or similar action (jointly, the "Eligible Shareholders") will be granted transferable subscription rights (the "Subscription Rights") that, subject to applicable law, provide preferential rights to subscribe for and be allocated Offer Shares in the Subsequent Offering.
Each Eligible Shareholder will be granted approximately 0.2738 Subscription Rights for each share in the Company registered as held by such Eligible Shareholder as of the expiry of the Record Date. The number of Subscription Rights granted to each Eligible Shareholder will be rounded down to the nearest whole number of Subscription Rights. One Subscription Right will give the right to subscribe for, and be allocated, one Offer Share.
Based on the closing price of Bergen Group on 16 March 2017 of NOK 2.62, the Subscription Price implies a discount of approximately 54%. As such, the Subscription Rights are expected to have an economic value.
Subscription Rights transferred to Eligible Shareholders registered in the VPS will be fully tradable and listed on Oslo Børs with ticker code "BERGEN T" and registered in VPS with ISIN NO 001 0789308.
The subscription period for the Subsequent Offering is from and including 17 March 2017 to 31 March 2017 at 16:30 hours (CET) (the "Subscription Period").
The Subscription Rights will be tradable on Oslo Børs from the start of the Subscription Period and until 16:30 hours (CET) on 29 March 2017.
Over-subscription and subscription without Subscription Rights will be permitted.
Subscription Rights that are not used to subscribe for Offer Shares by the expiry of the Subscription Period or that are not sold before 16:30 hours (CEST) on 29 March 2017 will have no value and lapse without compensation to the holder.
Offer Shares may be subscribed by investors who are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway which would require any filing, registration or similar action. Regarding further restrictions in respect of who may be allocated or permitted to acquire or exercise Subscription Rights/subscribe for Offer Shares, reference is made to the Prospectus.
The timetable below provides certain key dates for the Subsequent Offering:
Allocation of the Offer Shares: expected to take place on or about 3 April 2017
Payment date: 5 April 2017
Delivery and listing of the Offer Shares: expected on or about 7 April 2017.
Norne Securities AS is acting as manager in the Subsequent Offering. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company.
Bergen, 17 March 2017
Bergen Group ASA
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES ANDPOSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA). THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OF, U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT), EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, THE U.S. SECURITIES ACT. ALL OFFERS AND SALES OUTSIDE THE UNITED STATES WILL BE MADE IN RELIANCE ON REGULATION S
UNDER THE U.S. SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.