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APPLICATIONS BY PRIMARY INSIDERS
03 Jun 2025 23:02 CEST
Issuer
Sentia ASA
APPLICATIONS BY PRIMARY INSIDERS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR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, 3 June 2025: Reference is made to the stock exchange notice by Sentia ASA
(the "Company", and including its consolidated subsidiaries, the "Group") dated
3 June 2025, regarding the commencement of the bookbuilding and application
period in the initial public offering (the “Offering”) of shares in the Company
(the “Offer Shares”).
The following primary insiders of the Company and close associates of primary
insiders have today, 3 June 2025, applied for Offer Shares in the Offering in
accordance with the terms and conditions set out in the prospectus dated 2 June
2025 (the “Prospectus”):
1. Jan Jahren, CEO of the Company, has applied for Offer Shares for a total
amount of NOK 100 million through his wholly owned company, Jan Jahren AS.
2. Christian Wieland, Deputy CEO of the Company, has applied for Offer Shares
for a total amount of NOK 3 million through his wholly owned company, CWI AB.
3. Sverre Hærem, CFO of the Company, has applied for Offer Shares for a total
amount of NOK 2 million.
4. Finn Bjørn Ruyter, Chair of the board of directors of the Company (the "Board
of Directors"), has applied for Offer Shares for a total amount of NOK 3
million.
5. Gyrid Skalleberg Ingerø, member of the Board of Directors, has applied for
Offer Shares for a total amount of NOK 1 million.
6. Jacob Landén, member of the Board of Directors, has applied for Offer Shares
for a total amount of NOK 500,000.
7. Iven Opsahl, the Company's Chief Communication Officer, has through her close
associate Storeto AS applied for Offer Shares for a total amount of NOK 500,000.
Members of the Group's Management, certain members of management of the Group's
subsidiaries and the Board of Directors will receive preferred allocation up to
NOK 1 million each in the Institutional Offering.
Shares held by the Company's CEO and Deputy CEO will be subject to a lock-up of
720 days, following which 1/3 of the shares will be released from lock-up per
year, with the first release being after the first 720 days. Other members of
management will have their shares subject to lock-up of 720 days, where 50% of
the shares will be released from lock-up after 360 days. The Board of Directors
will have their shares subject to 360 days lock-up following the Listing.
***
About Sentia
Sentia is a Nordic construction group with a leading1 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
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.
More information:
Access the news on Oslo Bors NewsWeb site
Source
Sentia ASA
Provider
Oslo Børs Newspoint
Company Name
SENTIA ASA
ISIN
NO0013573014
Symbol
SNTIA
Market
Euronext Oslo Børs