Scana ASA: Offer letter received from, and letter of intent entered into with, MIG Finance Namibia (Proprietary) Limited

01 Sep 2024 21:45 CEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY
OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR PURCHASE ANY
OF THE SECURITIES DESCRIBED HEREIN.

Bergen, 1 September 2024: Scana ASA (the "Company", ticker SCANA) has received a
letter (the "Offer Letter") from MIG Finance Namibia (Proprietary) Limited
("MIG") expressing an intention to make a voluntary offer for all shares in the
Company at an offer price of NOK 4.00 per share (the "Offer"). The Offer Letter
was received without prior discussions regarding the Offer between the board of
directors of the Company (the "Board") and MIG.

Launch of the Offer will pursuant to the Offer Letter inter alia be subject to a
unanimous recommendation by the Board, irrevocable undertakings from certain
shareholders in the Company, bank financing of MIG's obligation to pay the offer
price under the Offer, absence of material adverse change and approval by Oslo
Børs of an offer document related to the Offer.

Completion of the Offer will pursuant to the Offer Letter inter alia be subject
to acceptance of the Offer by shareholders representing in aggregate at least
90% of the shares in the Company, that the Board's unanimous recommendation of
the Offer has not been withdrawn, amended or qualified, that the Company shall
have conducted it business in the ordinary course, that MIG shall have obtained
all necessary governmental and third party approvals to complete the Offer and
that no court or other governmental, regulatory authority shall have taken or
threatened to take any action that would prevent completion of the Offer or
impose conditions on MIG, Scana or any of their subsidiaries that are not
acceptable to MIG.

MIG has reserved the right to waive in whole or in part any conditions for the
launch or completion of the Offer.

The Board has engaged SpareBank 1 Markets AS as financial adviser and
Advokatfirmaet Thommessen AS as legal adviser and will initiate discussions with
MIG with a view i.a. to verifying MIG's intention to launch the Offer as
indicated in the Offer Letter. The Board will in consultation with the advisers
and in due course consider the final terms and conditions of the Offer and
determine whether to recommend the Offer. The Board will also consider any
alternatives that may be available to the Company under the current
circumstances.

The Offer Letter was received following the entry into of a letter of intent
between PSW Technology AS ("PSW"), a wholly owned subsidiary of the Company, and
MIG for the potential sale by PSW of a capping stack for delivery during Q2 2025
with a 10% prepayment to be made during September. Under the letter of intent,
the parties shall on an exclusive basis negotiate and seek to agree the terms
and conditions of a final agreement for the sale of the capping stack. If a
final agreement is entered into this will constitute a large contract.

It should be noted that no assurances can be given that the Offer will be made,
or with respect to the terms and conditions of the Offer, if made. Further, no
assurances can be given as to whether a final agreement for the sale of the
capping stack will be entered into.

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to Section 5-12 the Norwegian Securities Trading Act. This stock exchange
announcement was published by Anette Netteland Dybvik, Head of Investor
Relations and Communication at Scana ASA, on 1 September 2024 at 21:45 CET.


(1) A sizeable contract is defined to be between NOK 20 million and NOK 50
million.
(2) A substantial contract is between NOK 50 million and NOK 150 million.
(3) A large contract is over NOK 150 million.


Scana in brief
Scana is an active industrial owner of technology and services to both the
energy and offshore industries. With an industrial history dating back to the
early 1900s, Scana has evolved to become a leader in technology and innovation.
This journey has provided a unique position to shape solutions for tomorrow,
driven by extensive industrial experience combined with quality and value
creation. Scana is headquartered in Bergen and has above 600 employees.
www.scana.no


Important information:
The release is not for publication or distribution, in whole or in part directly
or indirectly, in or into Australia, Canada, Japan or the United States
(including its territories and possessions, any state of the United States and
the District of Columbia). This release is an announcement issued pursuant to
legal information obligations, and is subject of the disclosure requirements
pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued
for information purposes only, and does not constitute or form part of any offer
to sell or purchase, or solicitation to purchase or subscribe for any
securities, in the United States or in any other jurisdiction. The securities
mentioned herein have not been, and will not be, registered under the United
States Securities Act of 1933, as amended (the "US Securities Act"). The
securities may not be offered or sold in the United States except pursuant to an
exemption from the registration requirements of the US Securities Act. No person
intends to register any portion of the offering of the securities in the United
States or to conduct a public offering of the securities in the United States.
Copies of this announcement are not being made and may not be distributed or
sent into Australia, Canada, Japan or the United States.

The Offer, if made, will be subject to specific legal or regulatory restrictions
in certain jurisdictions. Neither the Company nor any of its advisers assume any
responsibility in the event there is a violation by any person of such
restrictions.

The distribution of this release may in certain jurisdictions be restricted by
law. Persons into whose possession this release comes should inform themselves
about and observe any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.

No adviser of the Company is acting for anyone else than the Company and will
not be responsible to anyone other than such party providing the protections
afforded to their respective clients or for providing advice in relation to any
other matter referred to in this release.

Forward-looking statements:
This release and any materials distributed in connection with this release may
contain certain forward-looking statements. By their nature, forward-looking
statements involve risk and uncertainty because they reflect current
expectations and assumptions as to future events and circumstances that may not
prove accurate. A number of material factors could cause actual results and
developments to differ materially from those expressed or implied by these
forward-looking statements.

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