IPO of Statoil Fuel & Retail - status of bookbuilding
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.
The joint bookrunners (the "JBRs") in the initial public offering of Statoil Fuel & Retail ASA (SFR) shares have now registered orders within the indicative price range which more than cover the up to 138 million shares (46%) of Statoil Fuel & Retail ASA which are the maximum number of shares, including a 15% greenshoe, offered by Statoil ASA (OSE: STL, NYSE: STO).
The JBRs (ABGSC, Citi & BofAML) have seen strong momentum since the books opened on October 8 and continue to see significant interest from both international and Scandinavian investors.
The subcription period ends 21 October at 12:00 CET for the institutional and retail offerings of the Statoil Fuel & Retail ASA shares.
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.
For more information, please contact:
Jannik Lindbæk jr, vice president media relations, Statoil ASA,
Tel: +47 977 55 622
Hilde Merete Nafstad, vice president investor relations,
Tel: +47 957 83 911
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This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of Statoil Fuel & Retail (”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 EUR 43 million and (3) an annual net turnover of more than EUR 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 verdipapirhandelloven §5-12 (Norwegian Securities Trading Act).