Torghatten ASA - Acceptances received under voluntary offer
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION IN OR INTO THE US, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Reference is made to the voluntary offer (the "Offer") to acquire all issued and outstanding shares in Torghatten ASA ("Torghatten" or the "Company") made by HATI BidCo AS (“Hati”), as set out in the offer document dated 22 December 2020 (the "Offer Document"). Hati is owned by the EQT Infrastructure V fund (“EQT Infrastructure”), which is managed by the global investment organization EQT, headquartered in Stockholm, Sweden.
On 11.01.2021, Hati received acceptances under the Offer for 1,927,214 shares, corresponding to 4.31 per cent of the shares in Torghatten. In total and including the approx. 53.62 per cent of issued and outstanding shares to be acquired by Hati under the conditional share purchase agreement, Hati has received acceptances for 31,169,223 shares in Torghatten, corresponding to 69.75 per cent of the issued and outstanding shares in the Company. Consequently, the completion condition for the Offer of a minimum acceptance of 2/3 of the issued and outstanding shares is fulfilled.
The acceptance period under the Offer expires on 9 February 2021, subject to any amendment of the Offer period as set out in the Offer Document. If the Offeror during the Offer Period obtains acceptances representing more than 90 % of issued and outstanding shares, the Offeror shall, provided that the other Closing Conditions to be fulfilled prior to the closing announcement (as set out in the Offer Document), have been fulfilled or waived by the Offeror, publish the Closing Announcement with payment no later than 20 business days following this.
For further details on the Offer and the conditions for completion of the Offer, reference is made to the Offer Document available at www.torghatten.no, www.eqtgroup.com and
Nordea Bank Abp, Filial Norge and Morgan Stanley are engaged as financial advisers to EQT Infrastructure. Nordea Bank Abp is receiving agent for the Offer, and can be reached by e-mail on firstname.lastname@example.org. Advokatfirmaet Selmer AS is acting as legal advisor to EQT Infrastructure in connection with the Offer.
* * * * 11 January 2021 HATI BidCo AS * * * *