News about Statoil Fuel & Retail 

October 7, 2010, 08:25 CEST

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.

Statoil ASA (OSE:STL, NYSE:STO) has approved the Prospectus for the initial public offering (“IPO”) of shares of Statoil Fuel & Retail ASA (“SFR”), launching a transaction that is expected to have the shares of SFR listed on the Oslo Børs as of 22 October 2010.

The IPO comprises an institutional offering, in which shares are being offered to institutional and professional investors in Norway and internationally, a retail offering, in which shares are being offered to the public in Norway, and an employee offering directed at eligible employees in Norway, Sweden and Denmark. The key features of the offering are:

  • Statoil ASA will offer for sale up to 120 million shares representing up to 40% of the share capital  of SFR (the “Base Deal”)
  • The shares will be offered for sale at a price between NOK 32 and NOK 41 per share
  • There will be an overallotment option of up to 15% of the Base Deal
  • The IPO is expected to raise between NOK 3,840 million and NOK 4,920 million in sales proceeds (excluding the overallotment option).

Book building in respect of the offer will commence on 8 October, with pricing of the transaction expected to take place on or around 21 October.  The final number of shares to be sold by Statoil ASA and the offer price, which could be above or below this indicative range, will be determined after completion of the book building period.

In the retail offering, shares are being offered to the public in Norway subject to a lower limit per application of NOK 10,000 and an upper limit per application of NOK 2,500,000 for each investor.

Statoil will be a majority shareholder of SFR at the time of the IPO and listing. The size and time horizon of Statoil's future ownership in SFR will be tailored to support and develop company value both for SFR and for Statoil ASA.
 
“This is an important step forward for Statoil ASA and Statoil Fuel & Retail.  This transaction provides SFR with a strong platform for further growth and development, taking into account its leadership positions in its key markets, its attractive asset base and its strong brand. We expect SFR will benefit from a new ownership structure which will allow it to develop its business further. We are very pleased to be able to confirm the start of book building for the initial public offering on the 8th of October,” says president and Chief Executive Officer of Statoil ASA, Helge Lund.

ABG Sundal Collier Norge ASA and Citigroup Global Markets Limited are acting as Joint Global Co-ordinators and, together with BofA Merrill Lynch as Joint Bookrunners, Nordea Markets (a part of Nordea Bank Norge ASA) is acting as Senior Lead Manager and Retail Coordinator, while Barclays Capital (the investment banking division of Barclays Bank PLC) and Carnegie ASA are acting as Co-Lead Managers.

Rothschild and Arctic Securities are acting as financial advisers to Statoil.

Contact: Jannik Lindbæk jr, VP media relations, Statoil ASA, Tel: +47 977 55 622

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of SFR.  The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act.

SFR has not authorized any offer to the public of its securities in any Member State of the European Economic Area other than Norway, Sweden and, Denmark. With respect to each Member State of the European Economic Area other than Norway, Sweden and, Denmark  and which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of SFR’s securities requiring a publication of a prospectus in any Relevant Member State. As a result, SFR’s securities may only be offered in Relevant Member States:

(a)           to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
(b)           to any legal entity meeting two or more of the following criteria: (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than € 43 million and (3) an annual net turnover of more than € 50 million, as shown in its last annual or consolidated accounts;
(c)           by the managers to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining prior consent of the Joint Global Coordinators for any such offer; or
(d)           in any other circumstances, not requiring SFR to publish a prospectus as provide under Article 3(2) of the Prospectus Directive.
For the purposes hereof, the expression an “offer to the public of Shares” in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Shares to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

This communication is directed solely at persons (i) who are outside the United Kingdom, (ii) who have professional experience in matters relating to investments and who fall within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”), or (iii) who are high net worth entities and other persons to whom such communication may otherwise lawfully be made falling within Article 49(2)(A) to (D) of the Order (all such persons together being referred to as “Relevant Persons”). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

In connection with the Offering, Citigroup Global Markets Limited (the “Stabilizing Manager”) (or persons acting on behalf of the Stabilizing Manager) may over-allot shares or effect transactions with a view to supporting the market price of the shares at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the final price of the shares is made and, if begun, may be ended at any time, but it must end no later than 30 days after allotment of the shares.

Matters discussed in this document may constitute forward-looking statements. These forward-looking statements are based upon various assumptions.  Although we believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors that are difficult or impossible to predict and are beyond our control.  Such risks, uncertainties, contingencies and other important factors could cause the actual events to differ materially from those expressed or implied by such forward-looking statements.  No representation is made that any of these forward-looking statements will come to pass and you are cautioned not to place any undue influence on any forward-looking statement.  Each of Statoil ASA, SFR, the Joint Bookrunners and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Any purchase of ordinary shares in the proposed Offering should be made solely on the basis of the information contained in the final prospectus to be issued by SFR in connection with the Offering. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.

The Joint Bookrunners are acting exclusively for SFR and Statoil ASA and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than SFR and Statoil ASA for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

None of the Joint Bookrunners or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to SFR, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of announcement  or its contents or otherwise arising in connection therewith.

In connection with the Offering, the Joint Bookrunners and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase ordinary shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such ordinary shares and other securities of SFR or related investments in connection with the Offering or otherwise. Accordingly, references in the prospectus, once published, to the ordinary shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Joint Bookrunners and any of their affiliates acting as investors for their own accounts.  The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)