Substantial shareholding disclosure and mandatory offer obligation
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY ORINDIRECTLY, INTO OR WITHIN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALANDANDSOUTH AFRICA, OR ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION ORDISTRIBUTION WOULD BE UNLAWFUL.
Castellum Aktiebolag ("Castellum") has today, 13 February 2025, acquired 100shares in Entra ASA ("Entra") at a price of NOK 110.40 per share. Followingtheacquisition, Castellum holds 60,710,724 shares in Entra, representingapproximately 33.333355% of the outstanding shares and votes in the company.
As a result of the acquisition, Castellum will hold shares representing morethan 1/3 of the votes in Entra, triggering an obligation to make a mandatoryoffer for the remaining shares in Entra pursuant to chapter 6 of the NorwegianSecurities Trading Act.
Castellum intends to make a mandatory offer to acquire the remaining shares inEntra within the four-week period set out in the Norwegian Securities TradingAct, subject to approval of an offer document and the offer by Oslo Børs ASAinits capacity as takeover supervisory authority in Norway (the "Offer"). TheOffer will be made at NOK 110.40 per share in Entra.
Entra's largest shareholder, Fastighets AB Balder, controlling approximately39.98% of the shares and votes in Entra, has informed Castellum that it willnotaccept the Offer.
Joacim Sjöberg, Chief Executive Officer of Castellum, says:
"Entra is a very fine company with a high-quality property portfolio mainly incentral Oslo. A strong customer base with long leases and a large andattractiveproject portfolio makes the company well positioned for the future. We havenowacquired additional shares and as a consequence we will make a mandatory offerand are happy to further increase our shareholding."
AdvisorNordea Bank Abp, filial i Sverige, is acting as financial advisor toCastellum.
Please see attached notification form in accordance with EU Market AbuseRegulation article 19. This information is subject to the disclosurerequirements under to section 4-2 and 6-8 of the Norwegian Securities TradingAct, as well as article 19 of the EU Market Abuse Regulation. ***
IMPORTANT INFORMATION Any purchase of securities and the distribution of this announcement and otherinformation in connection therewith may be restricted by law in certainjurisdictions, and no offer or purchase is being made in any jurisdictionwhereeither such purchase or acceptance or participation therein is prohibited,unlawful or restricted by applicable law or where any tender offer document orregistration or other requirements apply.
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. Persons distributing thiscommunicationmust satisfy themselves that it is lawful to do so. The potential transactionsdescribed in this announcement and the distribution of this announcement andother information in connection with the potential transactions in certainjurisdictions may be restricted by law and persons into whose possession thisannouncement, any document or other information referred to herein comesshouldinform themselves about, and observe, any such restrictions.
The Offer and the distribution of this announcement and other information inconnection with the Offer may be restricted by law in certain jurisdictions.When published, the Offer and the offer document for the Offer (the "OfferDocument") and related acceptance forms will not and may not be distributed,forwarded or transmitted into or within any jurisdiction where prohibited byapplicable law, including, without limitation, Australia, Canada, Hong Kong,Japan, New Zealand and South Africa, or any other jurisdiction in which suchwould be unlawful. Castellum does not assume any responsibility in the eventthere is a violation by any person of such restrictions. Persons in the UnitedStates should review "Notice to U.S. Holders" below. Persons into whosepossession this announcement or such other information should come arerequiredto inform themselves about and to observe any such restrictions.
This announcement is for information purposes only and is not an offer or atender offer document and, as such, is not intended to constitute or form anypart of an offer or the solicitation of an offer to purchase, otherwiseacquire,subscribe for, sell or otherwise dispose of any securities, or thesolicitationof any vote or approval in any jurisdiction, pursuant to the Offer orotherwise.Investors may accept the Offer only on the basis of the information providedinthe Offer Document. Offers will not be made directly or indirectly in anyjurisdiction where either an offer or participation therein is prohibited byapplicable law or where any tender offer document or registration or otherrequirements would apply in addition to those undertaken in Norway.
This announcement is not to be relied upon in substitution for the exercise ofindependent judgement. It is not intended as investment advice and under nocircumstances is it to be used or considered as an offer to sell, or asolicitation of an offer to buy any securities or a recommendation to buy orsell any securities in Entra. The information contained in this announcementisfor background purposes only and does not purport to be full or complete. Thisannouncement has not been approved by any competent regulatory authority. Theinformation in this announcement is subject to change. No obligation isundertaken to update this announcement or to correct any inaccuracies exceptasrequired by applicable laws, and the distribution of this announcement shallnotbe deemed to be any form of commitment to proceed with any transaction orarrangement referred to herein. This announcement is intended for the solepurpose of providing information. Persons needing advice should consult anindependent financial adviser.
Nordea Bank Abp, filial i Sverige, is acting on behalf of Castellum and no oneelse in connection with the purchase of securities or the Offer and will notberesponsible to any other person for providing the protections afforded toclients of Nordea Bank Abp, filial i Sverige, or for providing advice inrelation to any purchase or the Offer.
Notice to U.S. Holders
Holders of shares of Entra in the United States ("U.S. Holders") are advisedthat Entra's shares are not listed on a U.S. securities exchange and thatEntrais not subject to the periodic reporting requirements of the U.S. SecuritiesExchange Act of 1934, as amended (the "U.S. Exchange Act"), and is notrequiredto, and does not, file any reports with the U.S. Securities and ExchangeCommission (the "SEC") thereunder.
The Offer will be made for the issued and outstanding shares of Entra, acompanyincorporated under Norwegian law, and is subject to Norwegian disclosure andprocedural requirements, which may be different from those of the UnitedStates.The Offer will be made in the United States pursuant to Section 14(e) of theU.S. Exchange Act and Regulation 14E thereunder, to the extent applicable andsubject to any available exemptions, and otherwise in compliance with thedisclosure and procedural requirements of Norwegian law, including withrespectto the Offer timetable, settlement procedures and timing of payments, whichmaybe different from requirements or customary practices in relation to U.S.domestic tender offers. The Offer will be made to U.S. Holders on the sametermsand conditions as those made to all other holders of shares of Entra to whomanoffer is made. Any information document, including the Offer Document, will bedisseminated to U.S. Holders on a basis comparable to the method that suchdocuments are provided to Entra's other shareholders to whom an offer is made.The Offer will be made by Castellum and no one else. U.S. Holders areencouragedto consult with their own advisors regarding the Offer.
To the extent permissible under applicable law or regulations, Castellum anditsaffiliates or brokers (acting as agents for Castellum or its affiliates, asapplicable) may from time to time and during the pendency of the Offer, andother than pursuant to the Offer, directly or indirectly, purchase or arrangetopurchase, shares in Entra, or any securities that are convertible into,exchangeable for or exercisable for such shares, outside the United States, solong as those acquisitions or arrangements comply with applicable Norwegianlawand practice and the provisions of such exemption. These purchases may occureither in the open market at prevailing prices or in private transactions atnegotiated prices. To the extent information about such purchases orarrangements to purchase is made public in Norway, such information will bedisclosed by means of an English language press release via an electronicallyoperated information distribution system in the United States or other meansreasonably calculated to inform U.S. Holders of such information. If theconsideration paid by Castellum or its affiliates in any transaction after thepublic announcement of the Offer, but prior to the expiry of the acceptanceperiod for the Offer, is greater than the Offer price, the Offer price shallbeincreased to match that price. In addition, the financial advisors toCastellummay also engage in ordinary course trading activities in securities of Entra,which may include purchases or arrangements to purchase such securities aslongas such purchases or arrangements are in compliance with applicable law. Totheextent required in Norway, any information about such purchases will be madepublic in Norway in the manner required by Norwegian law.
Neither the SEC nor any U.S. state securities commission has approved ordisapproved the Offer, passed upon the merits or fairness of the Offer, orpassed any comment upon the adequacy, accuracy or completeness of thedisclosurein this announcement. Any representation to the contrary is a criminal offensein the United States.
It may be difficult for Entra's shareholders to enforce their rights and anyclaims they may have arising under the U.S. federal securities laws inconnection with the Offer, since Castellum and Entra are located in non-U.S.jurisdictions, and some or all of their respective officers and directors mayberesidents of non-U.S. jurisdictions. Entra's shareholders may not be able tosueCastellum or Entra or their respective officers or directors in a non-U.S.courtfor violations of the U.S. federal securities laws. It may be difficult tocompel Castellum and Entra and their respective affiliates to subjectthemselvesto a U.S. court's judgment.
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