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Vår Energi ASA – Status of bookbuilding
10 Feb 2022 15:06 CET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER
JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE “IMPORTANT INFORMATION” AT THE END
OF THE PRESS RELEASE.
Vår Energi ASA – Status of bookbuilding
Sandnes, Norway 10 February 2022. Reference is made to the announcements made by
Vår Energi ASA ("Vår Energi" or the "Company", OSE ticker code "VAR") on 7
February 2022 regarding the start of the bookbuilding and application period in
connection with the initial public offering of its shares (the "Offering" or the
"IPO") and the status of the bookbuilding. The Company has been informed that
the Joint Bookrunners (as defined below) have received orders such that the
Offering (including the over-allotment option) is oversubscribed throughout the
indicative price range of NOK 28.00 – 31.50 per offer share.
DNB Markets, a part of DNB Bank ASA, J.P. Morgan SE., Morgan Stanley & Co.
International Plc and SpareBank 1 Markets AS have been engaged as Joint Global
Coordinators and Joint Bookrunners for the IPO, and ABG Sundal Collier ASA, BofA
Securities Europe SA, Carnegie AS, Jefferies GmbH and Pareto Securities AS are
acting as Joint Bookrunners (jointly the "Managers").
Advokatfirmaet Schjødt AS is acting as Norwegian legal counsel to the Company
and Latham & Watkins (London) LLP is acting as international legal counsel to
the Company. Advokatfirmaet BAHR AS is acting as Norwegian legal counsel to the
Managers, and Linklaters LLP is acting as international legal counsel to the
Managers. Crux Advisers AS is acting as communications and investor relations
advisor.
For further information, please contact:
Investor relations
Ida Marie Fjellheim, Head of IR
+47 90509291
ida.fjellheim@varenergi.no
About Vår Energi ASA
Vår Energi is a leading independent upstream oil and gas company on the
Norwegian continental shelf (NCS). We are committed to deliver a better future
through responsible value driven growth based on over 50 years of NCS
operations, a robust and diversified asset portfolio with ongoing development
projects, and a strong exploration track record. Our ambition is to be the
safest operator on the NCS, the partner of choice, an ESG leader and a net-zero
producer (Scope 1 and 2) by 2030.
Vår Energi has more than 900 employees and equity stakes in 36 fields producing
net 247,000 boe per day in the third quarter of 2021. We have our headquarters
outside Stavanger, Norway, with offices in Oslo and Hammerfest. To learn more,
please visit varenergi.no.
Important information
This announcement is not an offer to sell or a solicitation of any offer to buy
any securities of Vår Energi ASA (the “Company”). The contents of this
announcement have been prepared by and are the sole responsibility of the
Company. The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No reliance may be
placed by any person for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness.
Copies of this announcement are not being made and may not be distributed or
sent into the United States of America, Australia, Canada or Japan or any other
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.
Any offering of the securities referred to in this announcement will be made by
means of a prospectus. This announcement is not a prospectus for the purposes of
Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 on the prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market, and repealing Directive
2003/71/EC (together with any related implementing and delegated regulations,
the “Prospectus Regulation”). Investors should not invest in any securities
referred to in this announcement except on the basis of information contained in
the aforementioned prospectus.
In any EEA Member State other than Norway, Sweden, Finland and Denmark, and in
the United Kingdom (each, a “Relevant State”) this communication is only
addressed to and is only directed at qualified investors in that Relevant State
within the meaning of the Prospectus Regulation, i.e., only to investors who can
receive the offer without an approved prospectus in such Relevant State.
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 offering in the United States or to
conduct a public offering of securities in the United States.
Copies of this announcement are not being, and should not be, distributed in or
sent into the United States (including its territories and possessions, any
State of the United States and the District of Columbia), Australia, Canada or
Japan. The securities described herein have also not been and will not be
registered under the applicable securities laws of Australia, Canada or Japan
and, subject to certain exemptions, may not be offered or sold in or into or for
the account or benefit of any person having a registered address in, or located
or resident in Australia, Canada or Japan. There will be no public offering of
the securities described herein in Australia, Canada or Japan.
This communication and any materials in relation to the securities described
herein are only being distributed to and is only directed at persons in the
United Kingdom that are qualified investors within the meaning of article 2(e)
of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the
European (Withdrawal) Act 2018 that also (i) have professional experience in
matters relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
“Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net
worth companies, unincorporated associations etc.”) of the Order, (iii) are
outside the United Kingdom, or (iv) 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 (“FSMA”)) 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 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 to 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,”
“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 Company 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 its control. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. The information, opinions and forward-looking
statements contained in this announcement speak only as at its date and are
subject to change without notice. Neither the Company nor the Managers undertake
any obligation to review, update, confirm or release publicly any revisions to
any forward-looking statements to reflect events that occur or circumstances
that arise in relation to the content of this communication.
The Managers are acting exclusively for the Company and the Selling Shareholders
and no one else in connection with the IPO. They will not regard any other
person as their respective clients in relation to the planned IPO and will not
be responsible to anyone other than the Company and the Selling Shareholders for
providing the protections afforded to its clients, nor for providing advice in
relation to the offering, the contents of this announcement or any transaction,
arrangement or other matter referred to herein.
In connection with the IPO, the Managers and their respective affiliates may
take up a portion of the shares offered in the IPO as a principal position and
in that capacity may retain, purchase, sell, offer to sell for their own
accounts such shares and other securities of the Company or related investments
in connection with the IPO or otherwise. In addition, the Managers and their
respective affiliates may enter into financing arrangements (including swaps or
contracts for differences) with investors in connection with which the Managers
and their respective affiliates may from time to time acquire, hold or dispose
of shares of the Company. The Managers do not intend to disclose the extent of
any such investment or transactions, other than in accordance with any legal or
regulatory obligations to do so.
None of the Managers or any of their respective directors, officers, employees,
advisers or agents accepts any responsibility or liability whatsoever for or
makes any representation or warranty, express or implied, as to the truth,
accuracy or completeness of the information in this release (or whether any
information has been omitted from the release) or any other information relating
to the Company, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available, or for any loss howsoever arising from
any use of this release or its contents or otherwise arising in connection
therewith.
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