Statoil Fuel & Retail ASA - Update on Offering - Bookbuilding Successfully Completed. Shares Priced at NOK 39
Oslo, 21 October 2010: Statoil ASA ("Statoil" - OSE: STL) has today confirmed
the successful completion of the bookbuilding period for its Initial Public
Offering ("the Offering") of the Shares of Statoil Fuel & Retail (OSE: SFR). In
* Statoil to sell 120 million shares in the Offering, representing 40% of the
shares of SFR. In addition, the Joint Global Coordinators have over-
allotted 18 million shares, representing 15% of the Offering size, and
exercised their option to borrow 18 million shares from Statoil for the
purpose of covering such over-allotment.
* Shares to be priced at NOK 39 per share
* Offer to raise gross proceeds to Statoil of NOK 4,68 bn pre-over-allotment
* SFR market capitalization of NOK 11,7 bn based on offer price of NOK 39
* Offer was several times oversubscribed
* Trading of SFR shares on the Oslo Stock Exchange will commence on 22 October 2010 on an "if delivered" basis
Approximately 93 per cent of the shares in the Offering were allotted to institutional investors and 7 per cent of the shares to retail investors (including employees). Following the Offering, Statoil Fuel & Retail is expected to have approximately 5.000 shareholders.
"We are pleased to see the positive reception of Statoil Fuel & Retail by the
capital market. The company has been able to attract a broad range of high-
quality investors with a wide geographical spread. As a shareholder, we have
high expectations to the journey the Statoil Fuel & Retail is embarking upon as
a listed company, says Helge Lund, CEO of Statoil ASA.
"We are proud and excited over the reception that Statoil Fuel & Retail has
been given in the capital market. Our objective now is to further enhance our
focus on the fuel retailing business, with improved strategic and operational
flexibility to deliver value to all of our stakeholders," says Jacob Schram, CEO
of Statoil Fuel & Retail ASA.
Following the completion of the Offering, Statoil will own 60% of the shares of
SFR if the over-allotment option is not exercised, or 54% if the over-allotment
option is exercised in its entirety.
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.
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
Notes: Allotment and Trading - Details
Allotment letters will be sent to the applicants who have been allotted shares
in the retail and employee offering on 22 October. The payment date is 27
October 2010 for shares allocated to institutional investors and 26 October
2010 for shares allocated to retail investors (including employees), as further
described in the Prospectus of 6 October 2010. Delivery of shares to investors,
expected to take place on 27 October 2010, is conditional upon correct payment
as specified in the Prospectus and non-termination of the Purchase Agreement
between Statoil, SFR and the institutions acting as Managers in relation to the
Offering (the "Purchase Agreement").
The Managers in the Offering have been granted a one-time over-allotment option to purchase from Statoil, at the request of the Stabilisation Manager (Citigroup Global Markets Limited), up to 18 million shares at a price per share equal to the offer price. The over-allotment option may be exercised solely to cover over-allotments in connection with the Offering.
A separate press release will be issued by the Stabilisation Manager regarding
the over-allotment and stabilisation activities.
Trading in the SFR share
Through the Offering, the conditions for listing of SFR's shares on the Oslo
Stock Exchange have been fulfilled, and the shares [are expected to be] traded
on the Oslo Stock Exchange on an "if delivered" basis from and including 22
October 2010 to and including 26 October 2010. In accordance with the ordinary
settlement cycle for trades over the Oslo Stock Exchange, trades during this
period will be settled on a T+3 basis (T being the trade date). Thus, any trade
made on 22 October 2010 will be settled on 27 October 2010.
The purchase agreement that has been entered into between Statoil, the Company and the Managers in the Offering provides that the Joint Bookrunners in the Offering may terminate the Purchase Agreement (and thus the Managers' obligation to purchase the offer shares) if prior to two hours before the commencement of trading in the shares on the Oslo Stock Exchange on an "if delivered" basis there has been a material adverse change in the Company's business, properties, management, financial condition or results of operation. The Managers' obligation under the Purchase Agreement is also subject to the fulfilment of certain conditions prior to such time. Unless any such event should occur and the Purchase Agreement is terminated trading in the SFR shares on an "if delivered" basis will commence on 22 October 2010.
In the period from and including 22 October 2010 to and including 26 October
2010, all trading in the shares of SFR will be conditional upon certain "force
majeure" events not occurring and resulting in termination of the Purchase
Agreement by the Joint Bookrunners. Reference is made to the separate release,
issued today, from SFR for a description of the "force majeure" events entitling
the Joint Bookrunners to terminate the Purchase Agreement. Should the Joint
Bookrunners invoke any of the "force majeure" provisions at or prior to 20:00
p.m. CET on 26 October 2010, any trades in the shares of the Company carried out in the period from 22 October 2010 and, as the case may be, any settlements made for trading in the shares, will be cancelled and investors will have no rights
to compensation for any loss suffered as a result of such cancellation.
Unless the Purchase Agreement has been so terminated, delivery of the offer
shares to investors being allocated offer shares in the Offering is expected to
take place on 27 October 2010.
For further information regarding the Offering and listing of the shares in
Statoil Fuel & Retail please refer to the Prospectus.
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 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
"Stabilising Manager") (or persons acting on behalf of the Stabilising 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 Stabilising Manager (or persons
acting on behalf of the Stabilising 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
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)