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SENTIA BOOKBUILDING SUCCESSFULLY COMPLETED
11 Jun 2025 22:07 CEST
Issuer
Sentia ASA
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR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, 11 June 2025: Sentia ASA (the "Company", ticker "SNTIA", and together
with its consolidated subsidiaries, "Sentia" or the "Group") announces today
the successful completion of the bookbuilding in its initial public offering
of shares (the "Offering" or the "IPO"). Reference is also made to previous
announcements by the Company regarding the IPO.
The Company is pleased to welcome more than 6,000 new shareholders as the
Company's shares are expected to commence trading on Euronext Oslo Børs on 13
June 2025 (the "Listing"), following the completion of the IPO. The IPO
attracted significant interest from high quality investors, as well as from
the general public in Norway and Sweden and employees of Sentia, and was close
to 15 times oversubscribed, excluding shares pre-allocated to cornerstone
investors. The offer price of NOK 50.00 per Offer Share (as defined below)
implies a market capitalisation of the Company of approximately NOK 5 billion.
Jan Jahren, the Company's CEO said: "This IPO is a vote of confidence in
Sentia's long-term vision, our deliveries and -- most importantly -- our
people. We are grateful for the trust shown by our new shareholders and look
forward to building the future of our industry together."
The Offering in brief:
A total number of 31,918,755 Offer Shares (as defined below) (including the
Additional Shares (as defined below)) were allocated in connection with the
Offering for a total transaction size of approximately NOK 1.6 billion. The
Offering represents approximately 31.8% of the outstanding shares in the
Company, assuming that the Greenshoe Option (as defined below) is exercised in
full.
27,755,440 existing ordinary shares (the "Sale Shares") have been sold in the
Offering by Ratos Infra AB (the "Selling Shareholder"). In addition, the
Managers (as defined below) have over-allotted 4,163,315 shares (the
"Additional Shares", and together with the Sale Shares, the "Offer Shares"),
representing approximately 15% of the number of shares initially allocated in
the Offering before over-allotments.
As further described in the prospectus prepared and published by the Company
on 2 June 2025 (the "Prospectus"), the Selling Shareholder has granted the
Managers a greenshoe option, exercisable by DNB Carnegie, a part of DNB Bank
ASA, as stabilisation manager, on behalf of the Managers, within 30 days from
the first day of Listing to cover over-allotments and short positions in
connection with the Offering (the "Greenshoe Option"). A separate disclosure
will be issued regarding the over-allotment and stabilisation activities.
Notifications of allocated shares and the corresponding amount to be paid by
investors are expected to be communicated to investors on 12 June 2025.
Investors in the retail offering and the employee offering having access to
investor services through their Euronext Securities Oslo account manager will
be able to check the number of shares allocated to them from approximately
10:00 CEST on 12 June 2025. The Managers may also be contacted for information
regarding allocation, payment and delivery of the Offer Shares.
The existing shares held by the Selling Shareholder not sold in the Offering
will be subject to lock-up of 180 days. Further, the 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 and
employee shareholders will have their shares subject to 360 days lock-up and
non-employee shareholders will have their shares subject to 180 days lock-up
following the Listing. The Company has agreed to a 180 days lock-up.
Share capital increase
The board of directors has today, 11 June 2025, resolved to increase the
Company's share capital by NOK 55,297.416 as part of the settlement of the
roll-up of minority shareholders and the conversion of synthetic shares, as
described in the Prospectus. As a result, the Company's share capital has
increased from NOK 1,149,830.700 to NOK 1,205,128.116 through the issuance of
4,608,118 new shares, each with a nominal value of NOK 0.012. The share
capital increase was executed pursuant to an authorisation granted by the
Company's general meeting on 17 March 2025, and is expected to be registered
in the Norwegian Register of Business Enterprises on 12 June 2025. At Listing,
the Company will have 100,427,343 outstanding shares.
The Company will publish a separate announcement once the share capital
increase has been registered with the Norwegian Register of Business
Enterprises.
***
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]
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, 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
Iven Opsahl Jebsen, EVP & Chief Communication Officer
+47 901 54 838, ij@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
(https://protect.checkpoint.com/v2/___http://www.sentiagruppen.com___.YzJlOnNjaG
pkdGFzOmM6bzozOTQyZDdiNWE0MDJkNGRjNjQyM2JhNjBjNzQxMDcwZDo2OjM1N2I6NGY5MGE2YmQxND
QwMGEwNmQxNWI3ZTEyMDZjNTkwNzEzNzY0YzJlY2U0YjU1ZmM4NTkwNjNkOGQ1OGMwMWQwNDpwOkY6Tg
).
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/
(https://protect.checkpoint.com/v2/___https://isp.se/eng/foreign-direct-investme
nt/___.YzJlOnNjaGpkdGFzOmM6bzozOTQyZDdiNWE0MDJkNGRjNjQyM2JhNjBjNzQxMDcwZDo2OjgxY
mU6YmMxMTg0N2NjMWUzMTQxZDA3NGY0N2Q1ZDA4MGRiMDMyMjFkYjg1ZTUyOThkMTNkZGZkZGExYjc5Z
jUyNjk3MzpwOkY6Tg).
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.
[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.
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