Completed block sale of existing shares in NORBIT ASA and major shareholding notification
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLEOR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG,SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION ORDISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OFANOFFER TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES,CANADA, AUSTRALIA, JAPAN, HONG KONG OR SOUTH AFRICA.
Reference is made to the stock exchange notice published on 16 September 2025regarding a potential block sale of existing shares (the "Offering") in NORBITASA (the "Company") by Draupnir Invest AS (the "Seller").
Offering details:
The Seller has successfully sold 3,252,949 shares in the Company (the "OfferShares"), which equals approx. 5.1% of the Company's shares outstanding, at aprice of NOK 200 per Offer Share, generating a total consideration of approx.NOK 651 million.
Following completion of the Offering, the Seller holds no shares in theCompany.
The notification of allocation in the Offering is expected to be communicatedonor about 17 September 2025 (T) before 09:00 CEST. The settlement in theOfferingis expected to take place on or about 19 September 2025 on a delivery versuspayment basis (normal DVP T+2). The Offer Shares will be tradeable on EuronextOslo Børs (main regulated list on the Oslo Stock Exchange) from T.
On 10 September 2025, the Oslo Stock Exchange announced that the Company willbeincluded in the OSEBX as of 22 September 2025.
Pareto Securities AS acted as manager in the Offering (the "Manager").
About the Seller and the Seller's Offering rationale:
The Seller is owned by (i) the children (the "Children") of the Company'sfounder (96% through B-shares), and (ii) the Company's founder (the "Founder")Steffen Kirknes (4% through A-shares).
The Founder also owns VHF Invest AS (100% through ordinary shares) which isthesecond largest shareholder in the Company with an ownership of 6,164,495shareswhich equals approx. 9.6% of the shares outstanding.
The Founder stepped down from the Company's board of directors and managementteam prior to the Company's initial public offering on the Oslo Stock Exchangein 2019, and none of the Children are employed in the Company. Accordingly,neither the Founder nor the Children are primary insiders in the Company.
The Seller, operated by the Children, has recently established an activefamilyoffice in Trondheim with a dedicated management team. The Seller is currentlydeveloping a portfolio of projects, taking an active role in early-stagebusinesses and supporting the development of the next generation of Norwegiancompanies. The net proceeds from the Offering are intended to release capitaltofurther advance this strategy.
The Offering forms part of a general diversification initiative within theKirknes family. However, the Kirknes family will continue to maintainsignificant exposure to the Company through the Founder (will remain thesecondlargest shareholder in the Company) reflecting the Kirknes family's continuedconfidence in the Company's long-term value creation.
In order to underline the latter, the Kirknes family (including the Founder)will enter into a 12-month lock-up with the Manager, applicable fromcompletionof the Offering, comprising any shares the Kirknes family (including theFounder) holds in the Company which were not sold as part of the Offering.
Major shareholding notification:
The Seller's shareholding in the Company has, through the Offering, fallenbelowthe 5% disclosure threshold.
The Founder is the ultimate beneficial owner of Draupnir Invest AS and VHFInvest AS (as described above). The Founder's combined ownership in theCompanyhas, through the Offering, fallen below the 10% disclosure threshold.
Other important notices:
This announcement is not and does not form a part of any offer to sell, or asolicitation of an offer to purchase, any securities of the Company. Thedistribution of this announcement and other information may be restricted bylawin certain jurisdictions. Copies of this announcement are not being made andmaynot be distributed or sent into any jurisdiction in which such distributionwould be unlawful or would require registration or other measures. Personsintowhose possession this announcement or such other information should come arerequired to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not beregistered under the U.S. Securities Act of 1933, as amended (the "SecuritiesAct"), and accordingly may not be offered or sold in the United States absentregistration or an applicable exemption from the registration requirements ofthe Securities Act and in accordance with applicable U.S. state securitieslaws.The Company does not intend to register any part of the offering or itssecurities in the United States or to conduct a public offering of securitiesinthe United States.
In any EEA Member State, this communication is only addressed to and is onlydirected at qualified investors in that Member State within the meaning of theProspectus Regulation, i.e., only to investors who can receive the offerwithoutan approved prospectus in such EEA Member State. The expression "ProspectusRegulation" means Regulation (EU) 2017/1129 as amended together with anyapplicable implementing measures in any Member State.
This communication is only being distributed to and is only directed atpersonsin the United Kingdom that are "qualified investors" within the meaning of theProspectus Regulation as it forms part of English law by virtue of theEuropeanUnion (Withdrawal) Act 2018 and that are (i) investment professionals fallingwithin Article 19(5) of the Financial Services and Markets Act 2000(FinancialPromotion) Order 2005, as amended (the "Order") or (ii) high net worthentities,and other persons to whom this announcement may lawfully be communicated,falling within Article 49(2)(a) to (d) of the Order (all such persons togetherbeing referred to as "relevant persons"). This communication must not be actedon or relied on by persons who are not relevant persons. Any investment orinvestment activity to which this communication relates is available only forrelevant persons and will be engaged in only with relevant persons. Personsdistributing this communication must satisfy themselves that it is lawful todoso.
Matters discussed in this announcement may constitute forward-lookingstatements. Forward-looking statements are statements that are not historicalfacts and may be identified by words such as "believe", "expect","anticipate","strategy", "intends", "estimate", "will", "may", "continue", "should" andsimilar expressions. The forward-looking statements in this release are basedupon various assumptions, many of which are based, in turn, upon furtherassumptions. Although the Seller believes that these assumptions werereasonablewhen made, these assumptions are inherently subject to significant known andunknown risks, uncertainties, contingencies and other important factors whichare difficult or impossible to predict and are beyond their control.
By their nature, forward-looking statements are subject to numerous factors,risks and uncertainties that could cause actual outcomes and results to bematerially different from those projected. Readers are cautioned not to placeundue reliance on these forward-looking statements. Except for any ongoingobligation to disclose material information as required by the applicable law,the Seller does not have any intention or obligation to publicly update orrevise any forward-looking statements after they distributes thisannouncement,whether to reflect any future events or circumstances or otherwise.
Neither the Manager nor any of its respective affiliates make anyrepresentationas to the accuracy or completeness of this announcement and none of themacceptsany responsibility for the contents of this announcement or any mattersreferredto herein.
The Manager is acting for the Seller only in connection with the Offering andnoone else, and will not be responsible to anyone other than the Seller forproviding the protections offered to clients nor for providing advice inrelation to the Offering, the contents of this announcement or anytransaction,arrangement or other matter referred to in this announcement.
This announcement is for information purposes only and is not to be relieduponin substitution for the exercise of independent judgment. It is not intendedasinvestment advice and under no circumstances is it to be used or considered asan offer to sell, or a solicitation of an offer to buy any securities or arecommendation to buy or sell any securities in the Company. Neither theManagernor any of its respective affiliates accepts any liability arising from theuseof this announcement.
https://newsweb.oslobors.no/message/655547
