BlueNord ASA: Initiating Offer to Buy Back Own Shares
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY IN UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES.
OSLO, Norway, July 14, 2025 /PRNewswire/ -- Reference is made to the stock exchange notice by BlueNord ASA ("BlueNord" or the "Company") on 18 June 2025 where the Company announced its intention to declare a total distribution of USD 253 million to its shareholders, comprising of USD 203 million as cash dividend and up to USD 50 million in a share repurchase. The cash dividend was paid on 4 July 2025.
Based on the authorization granted by the annual general meeting of the Company on 22 May 2025 for the Company's Board to acquire up to 30% of the share capital of the Company, the Company hereby launches a tender offer to purchase shares of the Company up to the NOK equivalent of USD 50 million (the "Offering"). The Offering will be conducted as a reverse book building process in which shareholders can submit sales offers.
The acquisition of shares is subject to offer demand and prices and as further determined by the Company's Board. The Company reserves the right, at its own discretion, to acquire fewer shares or no shares at all in the Offering. To the extent the Company elects to buy back less than USD 50 million, the remaining amount will be paid to shareholders as a dividend.
The purpose of the shares acquired in the Offering is expected to be used in the Company group's share incentive program, and for the remaining (majority part) to be cancelled at a later stage, subject to approval by a general meeting resolution.
The Company has mandated DNB Carnegie, a part of DNB Bank ASA, as Manager for the Offering.
Shareholders in the Company, who may lawfully participate, are invited to sell shares in the Offering, subject to the restrictions set out herein. Shareholders wanting to sell shares in the Offering are required to complete and send the attached acceptance form to DNB Carnegie at demand@dnb.no before the end of the Application Period (as defined below). Existing customers of DNB Carnegie can contact DNB Carnegie at +47 24 16 90 20 with their respective volume and price targets.
The Offering will be carried out by means of a reverse book building process where the Company, through DNB Carnegie, will receive offers for desired volume(s) at desired price(s) for sale from the shareholders. The Company reserves the right to, at its own discretion, accept any volume up to an accepted price, or to reject any and all received offers in the contemplated Offering. The Company may further, at its sole discretion amend, terminate or withdraw the Offering at any time until the time of completion of the Offering.
The application period for tendering shares in the Offering commences at 09:00 hours CEST on 14 July 2025 and is expected to close at 16:30 hours CEST on 16 July 2025 (the "Application Period"). The final price offered by the Company and the allocation of tendered shares are expected to be resolved by the Company on or about 16 July 2025, the trade date is expected to be on or about 17 July 2025 and the settlement date is expected to be on or about 21 July 2025. The settlement will either be conducted on a normal delivery-versus-payment basis (DVP) or through the VPS system. The Company reserves the right to extend or cancel the Application Period at its own discretion. If the Application Period is amended the other dates referred to herein may be amended accordingly.
The Company will – in the event of receiving acceptances for shares above the NOK equivalent of USD 50 million – depending on the prices and volumes shown by selling shareholders and subject to the restrictions set out herein and applicable legislation, allocate shares at its discretion, with the equal treatment of shareholders as the primary objective.
The Company currently has a total of 26,498,640 shares issued. The Company does not hold any own shares prior to the Offering.
Advokatfirmaet BAHR AS is acting as the Company's legal advisor.
IMPORTANT NOTICE
The Offering will be carried out in accordance with applicable laws and regulations and information pertaining to the Offering will be disclosed by way of stock exchange notices.
The information contained herein about the Offering is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and section 5-12 of the Norwegian Securities Trading Act. This stock exchange release was published by Cathrine Torgersen at the time and date as set out above.
Shareholders considering to tender their shares in the Offering are advised to consult with their own tax advisers with respect to the tax position in their country of residence or other jurisdictions to which they may have a tax liability as a result of a sale of shares in the Offering.
The Offering and the distribution of this announcement and other information in connection with the Offering may be restricted by law in certain jurisdictions (including, but not limited to, the United States, Canada, Australia and Japan). Neither the Company nor the bookrunner in the Offering assume any responsibility in the event there is a violation by any person of such restrictions. This includes shareholders who have changed their domicile to such jurisdictions but which may access their VPS accounts. Persons into whose possession this announcement or relevant information should come are required to inform themselves about and to observe any such restrictions. The Offering is not being made directly or indirectly in, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America, its territories and possessions, any State of the United States and the District of Columbia (the "United States") or any other jurisdiction in which this would be unlawful, require registration or other measures. This includes, but is not limited to, facsimile transmission, internet delivery, e-mail and telephones. Copies of this release and any related documents are not being, and must not be, mailed, e-mailed or otherwise distributed or sent in or into the United States or any such jurisdiction and so doing may invalidate any purported acceptance.
Contact:
Cathrine Torgersen, Chief Corporate Affairs Officer
Phone: +47 915 28 501
Email: cathrine.torgersen@bluenord.com
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