Sentia ASA: APPROVAL AND PUBLICATION OF THE PROSPECTUS

02 Jun 2025 12:34 CEST

APPROVAL AND PUBLICATION OF THE PROSPECTUS

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE “IMPORTANT INFORMATION”
AT THE END OF THE PRESS RELEASE.

Oslo, 2 June 2025: Reference is made to the earlier announcement today, 2 June
2025, whereby Sentia ASA (the “Company”) announced the terms of the initial
public offering of its shares (the “Offering”) and contemplated listing of its
shares on Euronext Oslo Børs (the “Listing” and together with the Offering, the
“IPO”).

The prospectus for the IPO (the “Prospectus”) was approved by the Financial
Supervisory Authority of Norway (Nw. Finanstilsynet) on 2 June 2025 and was
subsequently submitted for passporting into Sweden. The Prospectus will be
published and will, subject to regulatory restrictions in certain jurisdictions,
be available at www.sentiagruppen.com, https://www.abgsc.com/transactions,
www.dnb.no/emisjoner, and www.seb.no today.

The bookbuilding period for the institutional offering (the “Bookbuilding
Period”) will commence at 09:00 (CEST) on 3 June 2025 and expire at 14:00 (CEST)
on 11 June 2025, and the application period for the retail offering and the
employee offering (the “Application Period”) will commence at 09:00 (CEST) on 3
June 2025 and will expire at 12:00 (CEST) on 11 June 2025. The Bookbuilding
Period may be shortened or extended at any time and Application Period may be
extended at any time, however so that they cannot be extended beyond 16:30
(CEST) on 25 June 2025.

The Company expects to announce the number of Offer Shares sold in the Offering
through the information system of Euronext Oslo Børs on or about 12 June 2025.


***

About Sentia

Sentia is a Nordic construction group with a leading(1) position in select
markets. Sentia builds large, complex projects such as commercial buildings,
hospitals, universities and cultural centers for public and private clients. The
Group is active in partnering and collaboration and generates the majority of
its revenues from recurring clients. Sentia consists of the companies HENT in
Norway as well as Vestia, SSEA, and Kiruna Målbygg in Sweden. The Group employs
approximately 1,400 employees and revenues in 2024 amounted to 10.6 billion NOK,
making it the sixth largest construction company in Norway and Sweden.(2)

(1) "Leading" refers to being the 6th largest construction company based on
publicly listed and private competitors’ revenue in Norway and Sweden in 2023.
(2) Based on publicly listed and private competitors’ revenue in Norway and
Sweden in 2023.



About Ratos
Ratos is a Swedish publicly listed business group consisting of 14 companies
across three business areas: Construction & Services, Industry and Consumer. The
Group operates mainly in the Nordic region, with net sales of SEK 32 billion and
an adjusted EBITA of SEK 2.3 billion in 2024, and with a total workforce of
around 10,900 employees. Ratos is headquartered in Stockholm, Sweden.
We have a distinct corporate culture and strategy – everything we do is based on
our core values: Simplicity, Speed in Execution and It’s All About People. We
enable independent subsidiaries to excel by being part of something larger.

Advisors
ABG Sundal Collier ASA and DNB Carnegie, a part of DNB Bank ASA, are acting as
Joint Global Coordinators and Joint Bookrunners in the Listing and the Offering
(the "Joint Global Coordinators"), and Skandinaviska Enskilda Banken AB (publ),
Oslo branch, is acting as Joint Bookrunner (together with the Joint Global
Coordinators, the "Managers").

Advokatfirmaet Schjødt is acting as legal advisor to Sentia and Ratos as to
Swedish and Norwegian law, and Advokatfirmaet Thommessen is acting as legal
advisor to the Managers.

For further queries, please contact:
Sverre Hærem, CFO & Investor Relations
+47 95 24 51 67, sh@sentiagruppen.com

Anna Oxenstierna, Communication & Sustainability
+46 708 15 84 85, ao@sentiagruppen.com

Media contact in Norway:
Geir Arne Drangeid, Partner and Senior Adviser in First House
+ 47 913 10 458 Email: gad@firsthouse.no

Ratos contact
Anna Vilogorac, CFO & Investor Relations
+46 70 616 50 19 anna.vilogorac@ratos.com

Katarina Grönwall, VP Communication & Sustainability
+46 70 300 35 38, katarina.gronwall@ratos.com
 

Important notice
This announcement does not constitute an offer for sale of, or a solicitation of
an offer to purchase or subscribe for, any securities of Sentia ASA (the
“Company”). The information contained in this announcement is for informational
purposes only and does not purport to be full or completed. No reliance may be
placed by any person for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness.

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 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 portion of this offering in the United
States or to conduct a public offering in the United States. Copies of this
announcement are not being, and should not be, distributed in or sent into the
United States.

It may be unlawful to distribute this announcement in certain jurisdictions.
Copies of this announcement are not being made and may not be distributed or
sent into the United States of America, Australia, Canada, Japan, South Africa
or to any other jurisdiction where such distribution would be unlawful. The
information in this announcement does not constitute an offer of securities for
sale in such jurisdictions.

In the United Kingdom, this announcement is for distribution only to and is
directed only at persons who (i) have professional experience in matters
relating to investments which fall within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the
“Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a)
to (d) (“high net worth companies, unincorporated associations, etc.”) of the
Financial Promotion Order, or (iii) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21 of
the Financial Services and Markets Act 2000) in connection with the issue or
sale of any securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as “relevant
persons”). This announcement is directed only at relevant persons and must not
be acted on or relied on by persons who are not relevant persons. Any investment
or investment activity to which this announcement relates is available only to
relevant persons and will be engaged in only with relevant persons.

This announcement has been prepared on the basis that any offer of securities in
any Member State of the European Economic Area, other than Norway and Sweden,
which has implemented the Regulation (EU) 2017/1129 (as amended, the “Prospectus
Regulation”) (each, a “Relevant Member State”) will be made pursuant to an
exemption under the Prospectus Regulation, as implemented in that Relevant
Member State, from the requirement to publish a prospectus for offers of
securities. Accordingly any person making or intending to make any offer in that
Relevant Member State of securities which are the subject of the offering
contemplated in this announcement, may only do so in circumstances in which no
obligation arises for the Company or any of the joint global coordinators to
publish a prospectus pursuant to Article 3 of the Prospectus Regulation or
supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in
each case, in relation to such offer. Neither the Company nor any of the
Managers have authorised, nor do they authorise, the making of any offer of the
securities through any financial intermediary, other than offers made by the
Managers which constitute the final placement of the securities contemplated in
this announcement. Neither the Company nor any of the Managers have authorised,
nor do they authorise, the making of any offer of securities in circumstances in
which an obligation arises for the Company or any Managers to publish or
supplement a prospectus for such offer.

The Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Offering.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Directive 2014/65/EU of the European Parliament and of the Council on markets in
financial instruments; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Company's shares. Each distributor is responsible for undertaking
its own Target Market Assessment in respect of the Company's shares and
determining appropriate distribution channels.

This announcement includes forward-looking statements which include statements
regarding the Company’s business strategy, financial condition, profitability,
results of operations and market data, as well as other statements that are not
historical facts. Words such as “believe,” “anticipate,” “plan,” “expect,”
“target,” “estimate,” “project,” “predict,” “forecast,” “guideline,” “should,”
“aim,” “continue,” “could,” “guidance,” “may,” “potential,” “will,” as well as
similar expressions and the negative of such expressions are intended to
identify forward-looking statements, but are not the exclusive means of
identifying these statements. 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 Company does not have any intention or obligation to
publicly update or revise any forward-looking statements after it distributes
this announcement, whether to reflect any future events or circumstances or
otherwise.

This is not a prospectus but an advertisement and investors should not subscribe
for or purchase any securities or make any investment decisions referred to
herein except on the basis of information contained in the prospectus issued by
the Company. The prospectus will be published and made available on the
Company’s website www.sentiagruppen.com.

BUSINESS SUBJECT TO MANDATORY FILING UNDER THE SWEDISH SCREENING OF FOREIGN
DIRECT INVESTMENTS ACT
The Company assesses that it carries out protection-worthy activities under the
Swedish Screening of Foreign Direct Investments Act (Sw. lagen (2023:560) om
granskning av utländska direktinvesteringar) (the "Swedish FDI Act"). In
accordance with the Swedish FDI Act, the Company must inform presumptive
investors that the Company's activities may fall under the regulation and that
the investment may be subject to mandatory filing. If an investment is subject
to mandatory filing, it must prior to its completion, be filed with the
Inspectorate of Strategic Products (the "ISP"). An investment may be subject to
mandatory filing, inter alia, if i) the investor, any member of its ownership
structure, or any other person on whose behalf the investor is acting, would,
following the investment, directly or indirectly, hold voting rights equal to or
exceeding any of the thresholds of 10, 20, 30, 50, 65 or 90 percent (%) of the
voting rights in the Company, or ii) the investor, a member of the investor's
ownership structure or a person on whose behalf the investor is acting would, in
some other way, as a result of the investment have a direct or indirect
influence of the management of the Company. The investor may be imposed an
administrative sanction if an investment that is subject to mandatory filing is
carried out before the ISP has either i) decided to take no action, or ii)
authorized the investment. For more information on which investments that may be
subject to mandatory filing, please refer to the Swedish FDI Act and ISP's
website, https://isp.se/eng/foreign-direct-investment/. Similar mandatory filing
requirements may also apply in other jurisdictions. Each investor should consult
an independent legal advisor as to assess the possible application of the
Swedish FDI Act or similar screening regimes in other jurisdictions in relation
to the Offering for the individual investor.

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