Completed block sale of existing shares in Magnora ASA

20 Nov 2024 08:21 CET

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

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, HONG KONG OR SOUTH AFRICA.

Hafslund Vekst AS (the “Seller”), which is a company owned by Hafslund AS, has
executed a block sale of existing shares (the “Offering”) in Magnora ASA (the
"Company") through a club deal in the pre-sounding phase of the Offering.

The Seller has, as of this announcement, successfully sold 4,474,272 shares in
the Company (the “Offer Shares”), which equals approx. 6.8% of the Company’s
outstanding shares, at a price of NOK 22.10 per Offer Share, which equals
approx. 5.3% discount to the 1-month volume-weighted average price of the
Company’s shares (NOK 23.33 per share). The Offering generated gross proceeds to
the Seller of approx. NOK 99 million.

Following completion of the Offering, the Seller owns no shares in the Company.
The Seller’s shareholding in the Company has thus, through the Offering, fallen
below the 5% disclosure threshold.

The Seller partnered with the Company two years ago (September 2022) with the
underlying goal of increasing renewable energy production in the Nordics. Since
the formation of this partnership, a gross project portfolio of approx. 2000 MW
has successfully been established through Hafslund Magnora Sol (40% owned by the
Company, 40% by the Seller and 20% by Helios Nordic Energy). Furthermore, in May
2024 Helios Nordic Energy (40% owned by the Company) was successfully sold to
SunMind, a subsidiary of VINCI, after scaling to become one of the leading
developers of Solar PV and storage in the Nordics with more than 11 GW in the
pipeline and 10 GW under development. Following this sale, the Company’s
remaining project portfolio is primarily situated outside of the Nordics, which
falls outside of the Seller’s strategic geographical focus. The Seller has
therefore decided to divest its ownership in the Company in order to reinvest
the net proceeds in other strategic projects within its underlying mandate. In
2023, the Seller acquired a portfolio of 250 MW from Helios Nordic Energy, which
is expected to be delivered ready-to-build in the coming months. The development
of this and other strategic investments in the Nordics will continue
independently of the divestment in the Company.

The notification of allocation in the Offering is expected to be communicated on
or about 20 November 2024 (T) before 09:00 CET. The settlement in the Offering
is expected to take place on or about 22 November 2024 on a delivery versus
payment basis (normal DVP T+2). The Offer Shares will be tradeable on Oslo Børs
from T.

The Seller will receive the net proceeds from the Offering. The Company will not
receive any proceeds from the Offering.

Pareto Securities AS acted as sole bookrunner and sole manager in the Offering
(the “Manager”).

Important Notices:

This announcement is not and does not form a part of 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 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. 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 U.S. Securities Act of 1933, as amended (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 they distributes this announcement,
whether to reflect any future events or circumstances or otherwise.

Neither the Manager nor any of its respective affiliates makes any
representation as to the accuracy or completeness of this announcement and none
of them accepts any responsibility for the contents of this announcement or any
matters referred to herein.

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. Neither the Manager
nor any of its respective affiliates accepts any liability arising from the use
of this announcement.

More information:
Access the news on Oslo Bors NewsWeb site