Initiating potential buy-back of 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. THIS INCLUDES SHAREHOLDERS WHO HAVE CHANGED THEIR DOMICILE TO SUCH JURISDICTIONS BUT WHICH MAY ACCESS THEIR VPS ACCOUNTS. PLEASE SEE IMPORTANT NOTICE AT THE END OF THIS COMMUNICATION.
With reference to the authorization given by the annual general meeting of Treasure ASA (the “Company”) on 15 March 2022 for the company to acquire up to 10% of outstanding shares in the Company valid until the annual general meeting in 2023, the Company hereby launches an offer to all shareholders in the Company to buy back up to 4,500,000 shares (the "Shares") in Treasure ASA (the “Offering”).
The Company reserves the right, at its own discretion, to buy back fewer Shares or no Shares at all in the Offering. The Offering will be conducted at a fixed price of NOK 18.50 per Share (the “Offering Price”). All shareholders in the Company are invited to sell Shares in the Offering at the Offering Price subject to the restrictions set out herein. Standard commissions will apply.
The Company is of the opinion that the Offering Price is justified by the relatively large size of the Offering compared to average traded daily volume, current market conditions and the overall low liquidity in the shares. The purpose of the Offering is to cancel the Shares acquired in the Offering.
The Company currently has 207,835,000 shares outstanding which at the Offering Price corresponds to a market capitalization of approx. NOK 3.7 billion. Prior to the Offering the Company holds 2,594,566 shares in the Company.
The Company has mandated DNB Markets, a part of DNB Bank ASA (“DNB Markets”), Nordea Bank Abp, Filial i Norge (“Nordea”), Pareto Securities AS (“Pareto”) and Skandinaviska Enskilda Banken AB (publ) Oslo Branch (“SEB”) as Managers (the "Managers" and each a “Manager”) in the Offering. In order to validly participate in the Offering, shareholders wanting to sell Shares must ensure that the attached acceptance form completed in full is received by one of the Managers before the end of the Application Period (as defined below) or contact DNB Markets at +47 23 26 80 20, Nordea at +47 24 48 77 28 Pareto at +47 22 87 87 50 or SEB at +47 22 82 72 49.
The application period for tendering Shares in the Offering commences at 09:00 hours (CET) on 14 February 2023 and is expected to close at 16:30 hours (CET) on 17 February 2023 (the “Application Period”). Allocation is expected on or about 20 February 2023, the trade date is expected to be on or about 20 February 2023 and the settlement date is expected to be on or about 22 February 2023. The settlement will be conducted on a normal delivery-versus-payment basis (DVP). The Company reserves the right to extend the Application Period at its own discretion. If the Application Period is extended the other dates referred to herein may be amended accordingly.
Subject to the restrictions set out herein and applicable legislation and regulations, the Company will in the event of receiving applications to tender Shares for a total number of Shares above 4,500,000 Shares, perform a pro rata reduction of each application, except for applications for up to 1,000 Shares which will not be subject to such reduction.
For further information, please contact: Magnus Sande, CEO at +47 915 55 051 or Thomas Finnema, CFO at +47 481 55 159
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.
Other than with respect to the Offering, the Company is at the launch of the Offering not in possession of material non-public information neither regarding the Company itself nor the main asset on the Company’s balance sheet.
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 Birgit Aarhus, Administrative assistant, Wilh. Wilhelmsen Holding ASA on 14 February 2023 at 08:20 (CET).
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). None of the Company or the Managers 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.