11 Jun 2025 22:10 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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR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: Reference is made to the announcement by Sentia ASA (the
"Company") on 11 June 2025 regarding the successful completion of the
bookbuilding in its initial public offering of shares (the "Offering"). The
Offering comprised of a secondary offering of shares by the Company's largest
shareholder, Ratos Infra AB ("Ratos" or the "Selling Shareholder"), which is a
wholly owned subsidiary of Ratos AB (publ). Prior to the completion of the
Offering, the Selling Shareholder held 71,918,755 shares in the Company,
representing approximately 75.1% of the total outstanding shares and voting
rights in the Company.

As part of the Offering, Ratos has sold 27,755,440 shares ("Sale Shares"),
resulting in its shareholding being reduced to 44,163,315 shares, equivalent
to approximately 46.1% of the total outstanding shares and voting rights in
the Company.

Furthermore, the Selling Shareholder will on or about 17 June 2025 transfer a
total of 4,671,305 shares in the Company to participants in the shareholder
restructuring (the "Shareholder Restructuring") as further described in the
prospectus for the Offering. As part of the Shareholder Restructuring, the
Company has issued 4,608,118 new shares to the Selling Shareholder. The share
capital increase pertaining to the Shareholder Restructuring is expected to be
registered with the Norwegian Register of Business Enterprises today.
Following the completion of the Shareholder Restructuring (including the share
capital increase) and the Offering, Ratos will hold 44,100,128 shares in the
Company equivalent to approximately 43.9% of the new total number of
outstanding shares and voting rights in the Company.

Furthermore, the Selling Shareholder has granted the Managers a lending option
to borrow 4,163,315 shares in the Company (the "Additional Shares"), equaling
approximately 15% of the Sale Shares sold in the Offering. These Additional
Shares have been borrowed by DNB Carnegie, a part of DNB Bank ASA, acting as
stabilisation manager (the "Stabilisation Manager") on behalf of the Managers
(as defined below), for the purpose of facilitating delivery of over-allotted
shares in the Offering. This share lending will temporarily reduce Ratos'
shareholding to 39,936,813 shares, equivalent to approximately 39.8% of the
total number of outstanding shares and voting rights in the Company following
completion of the Offering and the Shareholder Restructuring.

In addition, the Ratos has granted the Stabilisation Manager, on behalf of the
Managers, a greenshoe option (the "Greenshoe Option") to purchase a number of
shares up to the number of Additional Shares to cover any over-allotments made
in connection with the Offering. The Greenshoe Option is exercisable, in whole
or in part, within a 30-day period commencing on the first day of trading on
Euronext Oslo Børs, which is expected to commence on 13 June 2025 (the
"Listing"). If the Greenshoe Option is not exercised (or only partially
exercised), the Stabilisation Manager will return the borrowed Additional
Shares (or a portion thereof) to Ratos. If the Greenshoe Option is fully
exercised, the Selling Shareholder will sell 4,163,315 additional shares to
the Stabilisation Manager (in lieu of the borrowed shares that would otherwise
be returned), resulting in Ratos having sold a total of 31,918,755 shares in
the Offering. This would result in a final shareholding of 39,936,813 shares,
equivalent to approximately 39.8% of the total number of outstanding shares
and voting rights in the Company following the completion of the Offering, the
Shareholder Restructuring and the exercise of the Greenshoe Option.

As previously announced, the existing shares held by the Selling Shareholder
not sold in the Offering will be subject to lock-up of 180 days.

This disclosure is made pursuant to Section 4-2 and 5-12 of the Norwegian
Securities Trading Act and Euronext Oslo Rule Book II.

***
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 AB 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
(http://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.

[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.


648912_SENTIA DISCLOSURE OF LARGE SHAREHOLDING.pdf

Source

Sentia ASA

Provider

Oslo Børs Newspoint

Company Name

SENTIA ASA

ISIN

NO0013573014

Symbol

SNTIA

Market

Euronext Oslo Børs