Secondary placement of existing shares in BlueNord ASA successfully completed and major shareholding notification
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY ORINDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPANORANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BEUNLAWFUL.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES AND THE SECURITIES REFERRED TOHEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATIONEXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THEREGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT; ANY PUBLIC OFFERING OFSUCH SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF APROSPECTUS THAT MAY BE OBTAINED FROM THE COMPANY, WHICH WOULD CONTAIN DETAILEDINFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS.THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.
Oslo, 9 October 2025
Reference is made to the stock exchange notice published on 8 October 2025regarding a potential secondary placement of existing shares (the "Shares") inBlueNord ASA ("BlueNord" or the "Company") by Kite Lake Capital Management(UK)LLP ("Kite Lake") and Taconic Capital Advisors UK LLP ("Taconic", and togetherwith Kite Lake the "Sellers").
The Sellers have successfully sold 1,000,000 Shares in the Company (the "SaleShares"), representing approximately 3.77% of the Shares outstanding in theCompany, at a price per Sale Share of NOK 425 (the "Offering"). 449,214 SaleShares were sold by Kite Lake and 550,786 Sale Shares were sold by Taconic,representing 44.92% and 55.08% of the total offering, respectively. TheOfferingis unconditional as of the time of allocation, and the Sale Shares will betradeable upon allocation as from 9 October 2025. Settlement will take placeona delivery versus payment basis on 13 October 2025.
Following completion of the Offering, Kite Lake holds 3,561,120 Shares in theCompany, representing approximately 13.44% of the outstanding Shares and votesin the Company, and Taconic holds 4,366,319 Shares in the Company,representingapproximately 16.48% of the outstanding Shares and votes in the Company.Accordingly, Kite Lake's shareholding in the Company has, through theOffering,fallen below the 15% disclosure threshold.
In connection with the Offering, the Sellers have entered into a customary60-day lock-up commitment with the Managers for the remaining shares inBlueNordthe Sellers hold, subject to certain customary carve-outs, including (but notlimited to) (i) the sale or transfer of shares by a Seller to entitiescontrolling, controlled or under common control with that Seller and to suchSeller's direct or indirect owners, provided in each case that the acquirer(s)assumes the same lock-up obligations as undertaken by the Seller, and (ii) anysale and transfer of Shares to the Company under a share buyback program oroffer initiated by the Company to purchase own Shares.
Clarksons Securities AS, SB1 Markets AS and Stifel Nicolaus Europe Limited &Stifel Europe AG (the "Managers") are acting as Joint Global Coordinators andJoint Bookrunners in connection with the Offering.
The Offering has not been registered under the U.S. Securities Act of 1933, asamended (the "U.S. Securities Act") and will be made pursuant to applicableexemptions from the obligation to publish a prospectus in Norway as well asexemptions from the U.S. Securities Act and the securities laws of otherapplicable jurisdictions.
This disclosure is made pursuant to Section 4-2 of the Norwegian SecuritiesTrading Act.
Important Notices
This announcement is not and does not form a part of a prospectus or any offerto sell, or a solicitation of an offer to purchase, any securities of theCompany. The distribution of this announcement and other information may berestricted by law in the United States of America or in certain jurisdictions.Copies of this announcement are not being made and may not be distributed orsent into any jurisdiction in which such distribution would be unlawful orwouldrequire registration or other measures. Accordingly, this announcement is notfor public release, publication or distribution, directly or indirectly, in orinto the United States (including its territories and possessions, any stateofthe United States and the District of Columbia), except to "qualifiedinstitutional buyers" as defined in Rule 144A under the U.S. Securities Act of1933, as amended (the "U.S. Securities Act"). Persons into whose possessionthisannouncement or such other information should come are required to informthemselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not beregistered under the U.S. Securities Act, and accordingly may not be offeredorsold in the United States absent registration or an applicable exemption fromthe registration requirements of the Securities Act and in accordance withapplicable U.S. state securities laws. The Company does not intend to registerany part of the offering or its securities in the United States or to conductapublic offering of securities in the United States.
In any EEA Member State, this communication is only addressed to and is onlydirected at qualified investors in that Member State within the meaning of theProspectus Regulation, i.e., only to investors who can receive the offerwithoutan approved prospectus in such EEA Member State. The expression "ProspectusRegulation" means Regulation (EU) 2017/1129, as amended, together with anyapplicable implementing measures in any Member State.
This communication is only being distributed to and is only directed atpersonsin the United Kingdom that are "qualified investors" within the meaning of theProspectus Regulation as it forms part of English law by virtue of theEuropeanUnion (Withdrawal) Act 2018 and that are (i) investment professionals fallingwithin Article 19(5) of the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2005, as amended (the "Order") or (ii) high net worthentities,and other persons to whom this announcement may lawfully be communicated,falling within Article 49(2)(a) to (d) of the Order (all such persons togetherbeing referred to as "relevant persons"). This communication must not be actedon or relied on by persons who are not relevant persons. Any investment orinvestment activity to which this communication relates is available only forrelevant persons and will be engaged in only with relevant persons. Personsdistributing this communication must satisfy themselves that it is lawful todoso.
Matters discussed in this announcement may constitute forward-lookingstatements. Forward-looking statements are statements that are not historicalfacts and may be identified by words such as "believe", "expect","anticipate","strategy", "intends", "estimate", "will", "may", "continue", "should" andsimilar expressions. The forward-looking statements in this release are basedupon various assumptions, many of which are based, in turn, upon furtherassumptions. Although the Sellers believe that these assumptions werereasonablewhen made, these assumptions are inherently subject to significant known andunknown risks, uncertainties, contingencies and other important factors whichare difficult or impossible to predict and are beyond their control.
By their nature, forward-looking statements are subject to numerous factors,risks and uncertainties that could cause actual outcomes and results to bematerially different from those projected. Readers are cautioned not to placeundue reliance on these forward-looking statements. Except for any ongoingobligation to disclose material information as required by the applicable law,the Sellers do not have any intention or obligation to publicly update orreviseany forward-looking statements after it distributes this announcement, whetherto reflect any future events or circumstances or otherwise.
None of the Sellers, the Managers nor any of their respective subsidiaryundertakings, affiliates or any of their respective directors, officers,employees, advisers, agents or any other person accepts any responsibilitywhatsoever for, or makes any representation or warranty, express or implied,asto the truth, accuracy, completeness or fairness of the information oropinionsin this announcement (or whether any information has been omitted from theannouncement) or any other information relating to the Company, the Sellers,orassociated companies, whether written, oral or in a visual or electronic form,and howsoever transmitted or made available or for any loss howsoever arisingfrom any use of this announcement or its contents or otherwise arising inconnection therewith.
Each of the Managers is acting for the Sellers only in connection with theOffering and no one else, and will not be responsible to anyone other than theSellers for providing the protections offered to clients nor for providingadvice in relation to the Offering, the contents of this announcement or anytransaction, arrangement or other matter referred to in this announcement.
In connection with the Offering, the Managers and their respective affiliatesmay take up a portion of the shares offered in the Offering as a principalposition and in that capacity may retain, purchase, sell, offer to sell fortheir own accounts such shares and other securities of the Company or relatedinvestments in connection with the Offering or otherwise. In addition, theManagers and their respective affiliates may enter into financing arrangements(including swaps or contracts for differences) with investors in connectionwithwhich the Managers and their respective affiliates may from time to timeacquire, hold or dispose of shares of the Company. Certain of the Managers ortheir affiliates may be lenders and/or agents under lending facilities withtheSellers and may receive a portion of the net proceeds of the Offering to repayamounts outstanding under such facilities. The Managers do not intend todisclose the extent of any such investment or transactions, other than inaccordance with any legal or regulatory obligations to do so.
This announcement is for information purposes only and is not to be relieduponin substitution for the exercise of independent judgment. It is not intendedasinvestment advice and under no circumstances is it to be used or considered asan offer to sell, or a solicitation of an offer to buy any securities or arecommendation to buy or sell any securities in the Company. The price andvalueof securities and any income from them can go down as well as up and you couldlose your entire investment. Past performance is not a guide to futureperformance. Information in this announcement cannot be relied upon as a guideto future performance. None of the Managers nor any of their respectiveaffiliates accepts any liability arising from the use of this announcement.
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