Secondary placement of existing shares in Vår Energi ASA successfully completed

22 Sep 2023 08:19 CEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN OR
ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES AND THE SECURITIES REFERRED TO
HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT; ANY PUBLIC OFFERING OF
SUCH SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF A
PROSPECTUS THAT MAY BE OBTAINED FROM THE COMPANY, WHICH WOULD CONTAIN DETAILED
INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS.
THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.

Stavanger, 22 September 2023:

Reference is made to the stock exchange notice published on 21 September 2023
regarding a potential secondary placement of existing ordinary shares (the
“Shares”) in Vår Energi ASA (“Vår Energi” or the “Company”) by Point Resources
Holding AS (the “Seller”). The Seller is the investment holding company
consolidating the interests of various funds and co-investment vehicles managed
by or advised by HitecVision.

The Seller has successfully sold 157,273,594 Shares in the Company (the “Sale
Shares"), representing approximately 6.3% of the Shares outstanding in the
Company, at NOK 29 per share (the “Offering”).

The Offering attracted strong interest and was multiple times oversubscribed. On
this basis, the Offering was upsized from approx. 142.3 million Shares to
157,273,594 Shares.

Following completion of the Offering, the Seller holds 359,459,678 Shares in the
Company, representing approximately 14.4% of the outstanding Shares and votes.
As a result of the Offering, the free float in the Company will increase from
approximately 16.3% to approximately 22.6%. The Offering is unconditional as of
the time of allocation, and the Sale Shares will be tradeable upon allocation as
from 22 September 2023. Settlement will take place on a delivery versus payment
basis on 26 September 2023.

In connection with the Offering, the Seller has entered into a customary 90-day
lock-up commitment with the Joint Global Coordinators for the remaining shares
in Vår Energi the Seller holds, subject to certain carve-outs, including the
sale or transfer of shares by the Seller to one or more of its affiliates,
shareholders or direct or indirect equity investors, provided that such
purchasers or transferees enter into lock-up agreements on substantially
equivalent terms to Seller’s lock-up.

HitecVision is represented on the Board of Directors of the Company, and the
Seller is a close associate to Ove Gusevik, board member and primary insider in
the Company. A PDMR notice is attached to this announcement.

Barclays Bank Ireland PLC, DNB Markets, a part of DNB Bank ASA, Morgan Stanley &
Co. International plc and SpareBank 1 Markets AS acted as Joint Global
Coordinators and Joint Bookrunners in connection with the offering. ABG Sundal
Collier ASA, Carnegie AS, Jefferies GmbH and Pareto Securities AS acted as Joint
Bookrunners, and Arctic Securities AS, Nordea Bank Abp, filial i Norge and
Skandinaviska Enskilda Banken AB (Publ) Oslofilialen acted as Co-lead Managers.
Advokatfirmaet Schjødt AS acted as Norwegian legal counsel to the Seller and
Latham & Watkins (London) LLP acted as international legal counsel to the
Seller. Advokatfirmaet BAHR AS acted as Norwegian legal counsel to the Managers,
and Linklaters LLP acted as international legal counsel to the Managers.

The Offering has not been registered under the U.S. Securities Act of 1933, as
amended (the “U.S. Securities Act”) and will be made pursuant to applicable
exemptions from the obligation to publish a prospectus in Norway as well as
exemptions from the U.S. Securities Act and the securities laws of other
applicable jurisdictions.

Important Notices

This announcement is not and does not form a part of a prospectus or any offer
to sell, or a solicitation of an offer to purchase, any securities of the
Company.

The distribution of this announcement and other information may be restricted by
law in the United States of America or in certain jurisdictions. Copies of this
announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures. Accordingly, this announcement is not for public
release, publication or distribution, directly or indirectly, in or into the
United States (including its territories and possessions, any state of the
United States and the District of Columbia), except to “qualified institutional
buyers” as defined in Rule 144A under the U.S. Securities Act of 1933, as
amended (the “Securities Act”). Persons into whose possession this announcement
or such other information should come are required to inform themselves about
and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be
registered under the Securities Act, and accordingly may not be offered or sold
in the United States absent registration or an applicable exemption from the
registration requirements of the Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any part of the Offering or its securities in the United States or to conduct a
public offering of securities in the United States.

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
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression “Prospectus
Regulation” means Regulation (EU) 2017/1129, as amended, 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
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 for
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 “believe”, “expect”, “anticipate”,
“strategy”, “intends”, “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 Seller 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 their control. By their
nature, forward-looking statements are subject to numerous factors, risks and
uncertainties that could cause actual outcomes and results to be materially
different from those projected. Readers are cautioned not to place undue
reliance on these forward-looking statements.

Except for any ongoing obligation to disclose material information as required
by the applicable law, the Seller does not have any intention or obligation to
publicly update or revise any forward-looking statements after distribution of
this announcement, whether to reflect any future events or circumstances or
otherwise.

None of the Company, Seller, the Managers or any of their respective subsidiary
undertakings, affiliates or any of their respective directors, officers,
employees, advisers, agents or any other person accepts any responsibility
whatsoever for, or makes any representation or warranty, express or implied, as
to the truth, accuracy, completeness or fairness of the information or opinions
in this announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company, the Seller, 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.

Each of the Managers is acting for the Seller only in connection with the
Offering and no one else, and will not be responsible to anyone other than the
Seller for providing the protections offered to clients nor for providing advice
in relation to the Offering, the contents of this announcement or any
transaction, arrangement or other matter referred to in this announcement.

In connection with the Offering, the Managers and their respective affiliates
may take up a portion of the Shares offered in the Offering as a principal
position and in that capacity may retain, purchase, sell, offer to sell for
their own accounts such Shares and other securities of the Company or related
investments in connection with the Offering or otherwise. In addition, the
Managers and their respective affiliates may enter into financing arrangements
(including swaps or contracts for differences) with investors in connection with
which the Managers and their respective affiliates may from time to time
acquire, hold or dispose of Shares of the Company. Certain of the Managers or
their affiliates may be lenders and/or agents under lending facilities with the
Seller and may receive a portion of the net proceeds of the Offering to repay
amounts outstanding under such facilities. The Managers do not intend to
disclose the extent of any such investment or transactions, other than in
accordance with any legal or regulatory obligations to do so.

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 in the Company. The price and value
of securities and any income from them can go down as well as up and you could
lose your entire investment. Past performance is not a guide to future
performance. Information in this announcement cannot be relied upon as a guide
to future performance. None of the Managers nor any of their respective
affiliates accepts any liability arising from the use of this announcement.

More information:
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600070_PDMR attachment Point Resources Holding AS.pdf