25 Apr 2023 17:57 CEST

Issuer

Bewi Invest AS

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE
SERVICES, OR 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

Reference is made to the press release from BEWI Invest AS ("BEWI Invest" or the
"Company") published on 29 March 2023 regarding the agreement to acquire 44.4 %
of the shares in SinkabergHansen AS (the “Transaction”), and the press release
published on 17 April 2023 regarding a contemplated private placement of new
ordinary class B shares.

The Company is pleased to announce that it has raised approximately NOK 643
million in gross proceeds in the private placement at a price per share of NOK
410 (the "Offer Price"), subject to satisfaction of the Condition (as defined
below) (the "Private Placement"), of which approximately NOK 623 million is
raised through issuance of 1,519,931 new shares (the “Offer Shares”), and NOK
20 million is raised through entering into a bilateral agreement between BEWI
Invest and one of the investors pursuant to which the investor will purchase the
respective shares from BEWI Invest's holding of treasury shares at a price equal
to the Offer Price, such purchase to be settled during Q3 2023.

The Private Placement and the resolution to issue the Offer Shares were approved
by the extraordinary general meeting in the Company (the “EGM”) held today, 25
April 2023. The EGM also approved the issuance of hybrid bonds to be used as
consideration in the Transaction.

The net proceeds of the Private Placement to the Company will be used to partly
finance the cash consideration of the Transaction and for general corporate
purposes.

The board of directors of BEWI Invest has resolved that it has an intention to
apply for a listing of the Company’s shares on the Oslo Stock Exchange,
alternatively Euronext Growth Oslo, within 12 months from closing of the
Transaction.

Subject to completion of the Private Placement, the Company's share capital will
be NOK 11,686,631 divided into (i) 746,807 preference shares (A shares) and (ii)
10,939,824 ordinary shares (B shares), each with a nominal value of NOK 1.00.

Notification of allocations of Offer Shares are expected to be distributed by
the Managers (as defined below) on or about 25 April 2023. Settlement of the
Offer Shares will take place on a delivery versus payment ("DVP") basis
following registration of the share capital increase pertaining to the issuance
of the Offer Shares with the Norwegian Register of Business Enterprises and the
Offer Shares having been validly issued in the Norwegian Central Securities
Depository (VPS) (the “Condition), expected on or about 9 May 2023, and will be
facilitated by a prepayment agreement entered into between the Company and the
Managers.


DNB Markets, a part of DNB Bank ASA, acts as financial advisor to BEWI Invest in
connection with the Transaction, and DNB Markets, Carnegie AS, SpareBank 1
Markets AS and Danske Bank, Norwegian Branch, act as joint bookrunners in
connection with the Private Placement (the “Managers”). Arntzen de Besche
Advokatfirma AS acts as legal advisor to BEWI Invest in connection with the
Transaction and the Private Placement. Wikborg Rein Advokatfirma AS acts as
legal advisor to the Managers in connection with the Private Placement.

About BEWI Invest

BEWI Invest is a Norwegian industrial owner with a high-quality portfolio mainly
comprised of companies within industry, real estate, and seafood. The company
has a long-term perspective and has demonstrated a proven track record of value
creation and growth. Through active and responsible ownership, BEWI Invest has
been instrumental in the growth and value creation in its portfolio companies
with sustainability at the core.

Contacts:
Bjørnar André Ulstein, CEO BEWI Invest, +47 402 30 785

This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.



IMPORTANT NOTICE

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. None of the Managers or any of their respective
affiliates or any of their respective directors, officers, employees, advisors
or agents accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any information
has been omitted from the announcement) or any other information relating to the
Company, its subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available, or for
any loss howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith. This announcement has been prepared
by and is the sole responsibility of the Company.

Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction
where to do so would constitute a violation of the relevant laws of such
jurisdiction. The publication, distribution or release of this announcement may
be restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein should inform themselves
about and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.

This announcement is not an offer for sale of securities in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act, and may not be offered or sold in the
United States absent registration with the U.S. Securities and Exchange
Commission or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any securities referred to herein in the United States or to conduct a public
offering of securities in the United States.

Any offering of the securities referred to in this announcement will be made by
means of a set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned
subscription material. In any EEA Member State, this communication is only
addressed to and is only directed at qualified investors in that Member State
within the meaning of the EU Prospectus Regulation, i.e. only to investors who
can receive the offer without an approved prospectus in such EEA Member State.
The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 (together with any
applicable implementing measures in any Member State).

This communication is only being distributed to and is only directed at persons
in the United Kingdom that are "qualified investors" within the meaning of the
EU Prospectus Regulation as it forms part of English law by virtue of the
European Union (Withdrawal) Act 2018 and that are (i) 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) high net
worth entities, 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 together being referred to as "relevant persons"). This communication
must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication 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.

This announcement is made by, and is the responsibility of, the Company. The
Managers and their respective affiliates are acting exclusively for the Company
and no-one else in connection with the Private Placement. They will not regard
any other person as their respective clients in relation to the Private
Placement and will not be responsible to anyone other than the Company, for
providing the protections afforded to their respective clients, nor for
providing advice in relation to the Private Placement, the contents of this
announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Private Placement, the Managers and any of their
respective affiliates, acting as investors for their own accounts, may subscribe
for or purchase shares and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for their own accounts in such shares and other
securities of the Company or related investments in connection with the Private
Placement or otherwise. Accordingly, references in any subscription materials to
the shares being issued, offered, subscribed, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, such Managers and any of their respective
affiliates acting as investors for their own accounts. The Managers do not
intend to disclose the extent of any such investment or transactions otherwise
than in accordance with any legal or regulatory obligations 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 "believe", "aim", "expect",
"anticipate", "intend", "estimate", "will", "may", "continue", "should" 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. Forward-looking
statements speak only as of the date they are made and cannot be relied upon as
a guide to future performance. The Company, each of the Managers and their
respective affiliates expressly disclaims any obligation or undertaking to
update, review or revise any forward-looking statement contained in this
announcement whether as a result of new information, future developments or
otherwise. The information, opinions and forward-looking statements contained in
this announcement speak only as at its date and are subject to change without
notice.


Source

Bewi Invest AS

Provider

Oslo Børs Newspoint

Company Name

BEWI Inv AS 22/PERP FRN FLOOR STEP C SUB

ISIN

NO0012514324

Market

Oslo Børs