Pr Prospectus A-pressen ASA ospectus Public Rights Issue Public issue of 1,602,820 shares with preferential rights for the Company’s shareholders as of 21 October 1998. A-pr Subscription price: NOK 90,– per share. Subscription period opens on 29 October essen ASA and closes on 12 November. Introductory prospectus In connection with listing on the Oslo Stock Exchange Lead manager: Elcon Securities ASA In cooperation with October 21 1998 A-PRESSEN PROSPECTUS Information This prospectus has been prepared in connection with a public share issue and an application for listing of the shares of A-pressen on the Oslo Stock Exchange. "Except for "Notice to Investors" and "Distribution and Solicitation Restrictions" this document is a translation of the original Norwegian prospectus for the rights issue of shares of A-pressen ASA, which is also available from the Manager and the Company. In the event of any discrepancy between the English translation and the Norwegian prospectus, the latter should to all intents and purposes be deemed to be the legally binding version. The right to distribute this prospectus and offer shares is restricted in certain countries. Persons receiving this prospectus must inform themselves regarding such restrictions and are obliged to respect them. For further information please refer to “Notice to Investors” and “Solicitation Restrictions” on the next page. The prospectus has been submitted to the Oslo Stock Exchange for inspection pursuant to Section 5-1, see also Section 5-7 of the (Norwegian) Securities Trading Act of 19 June 1997 No. 79. No persons other than those named in the prospectus are authorised to provide information regarding this prospectus or matters described therein. Should anyone nevertheless provide such information, he or she must be deemed to be unauthorised to do so. This prospectus does not constitute an offer to buy securities over and above the shares that are offered for subscription through this prospectus. Nor is it an offer for share subscription if this is made by anyone who is not authorised to broker such subscription. Information from A-pressen or the manager regarding the prospectus, the public share issue or the application for stock exchange listing is deemed to have been provided when publicised through press releases or the information system of the Oslo Stock Exchange. All new material circumstances and inaccuracies will be treated pursuant to Section 14-6 of the Stock Exchange Regulations. Unless otherwise stated, accounts figures are reproduced in accordance with generally accepted Norwegian accounting standards. Unless otherwise stated, the source is the management or Board of the Company. Any disputes regarding this prospectus shall be subject to Norwegian law and the exclusive jurisdiction of the Norwegian courts. 1 A-PRESSEN PROSPECTUS Notice to Investors This Prospectus has been prepared in connection with the rights issue (the "Issue") of the shares (the "Shares") of A-Pressen ASA or the "Company". This Prospectus is being sent to current shareholders also outside Norway. Elcon Securities is acting as manager as described on the cover page hereof (the "Manager"). The Company and each of their respective Directors collectively and individually accept full responsibility for the accuracy of the information contained herein. The Company and each of their respective Directors confirm that this Prospectus, to the best of their knowledge, contains all information with regard to the Company and the Shares that is material in the context of the Issue, that the opinion and intentions expressed herein have been reached after considering all relevant circumstances and are based on reasonable assumptions and that, to the best of their knowledge and belief, there are no other facts the omission of which would make this Prospectus misleading and that all reasonable enquires have been made by the Company to ascertain such facts and verify the accuracy of all such information and statements. This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Company or the Manager, to purchase any of the Shares. No action has been or will be taken that would permit a public offering of any of the Shares or the circulation or distribution of this Prospectus or any offering material in relation to the Company or the Shares, in any country or jurisdiction where any such action is required. There are restrictions on the distribution of this Prospectus and the making of solicitations pursuant thereto in certain jurisdiction, including, among others, the United States of America and United Kingdom. Further details of which are set out in the section below headed "Distribution and Solicitation Restrictions". Persons into whose possession this Prospectus comes are required by the Company and the Manager to inform themselves about and observe any applicable restrictions. The Shares 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 within the United States except in transactions exempt from or not subject to the registration requirements of the Securities Act. Accordingly, the Shares are being initially offered and sold, in each case, (i) outside the United States in accordance with Regulation S under the Securities Act, or (ii) to institutional "accredited investors" (as defined in Rule 501 (a) (1), (2), (3) or (7) under the Securities Act, ("Institutional Accredited Investors") within the United States in a private sale exempt from the registration requirements of the Securities Act, or (iii) to "qualified institutional buyers" as defined in, and in an transaction meeting the requirements of, Rule 144 A under the Securities Act , and in accordance with all applicable securities laws of any other jurisdiction. This Prospectus is being submitted in the United States on a confidential basis only to the current shareholders for informational use only in connection with the consideration of a purchase of the Shares. Its use for any other purpose is not authorised. It may not be copied or reproduced in whole or in part or may not be distributed or any of its contents disclosed to anyone other than the current shareholders to whom it is submitted. The Shares are offered subject to the terms and conditions applicable to the Issue as set out herein. No person is authorised in connection with the Issue to give any information or to make any representation not contained in this Prospectus. Any information or representation not contained herein must not be relied upon as having been authorised by or on behalf of the Company or any of the Directors or any other party involved in the Issue. Neither the delivery of this Prospectus or the offer of the Shares shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Company or any of its subsidiaries or associated companies since the date if the Prospectus or that any information contained herein is correct at any time subsequent to the date hereof. THE MANAGER HAS AGREED TO ACT AS MANAGER ON BEHALF OF THE COMPANY IN CONNECTION WITH THE ISSUE OF SHARES. THE MANAGER TAKE NO RESPONSIBILITY FOR THE STATEMENTS MADE HEREIN AND HAS RELIED SOLELY UPON INFORMATION PROVIDED BY THE COMPANY AND THEIR RESPECTIVE DIRECTORS AND OFFICERS. NO SEPARATE VERIFICATION OF THE STATEMENTS MADE AND INFORMATION PROVIDED HAS BEEN MADE BY THE MANAGER. Distribution And Solicitation Restrictions The Distribution of this Prospectus or any offering material and the offering, sale or delivery of the Shares is restricted by law in certain jurisdictions. Therefore, persons who may come into possession of this Prospectus of any offering material are advised to consult with their own legal advisers as to what restrictions may be applicable to them and to observe such restrictions. This Prospectus may not be used for the purpose of an offer or invitation in any circumstances in which such an offer or invitation is not authorised. United States of America The Shares 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 within the United States except in transactions exempt from or not subject to the registration requirements of the Securities Act. Accordingly, the Shares are being initially offered and sold, in each case, (i) outside the United States in accordance with Regulation S under the Securities Act, or (ii) to institutional "accredited investors" (as defined in Rule 501 (a) (1), (2), (3) or (7) under the Securities Act) ("Institutional Accredited Investors") within the United States in a private sale exempt from the registration requirements of the Securities Act or (iii) to "qualified institutional buyers" as defined in, and in a transaction meeting the requirements of, Rule 144A under the Securities Act, and in accordance with all applicable securities laws of any other jurisdiction. Each applicant for the Shares is required to agree that it will not offer or sell any Shares within the United States. In addition, until 40 days after the commencement of the Issie, an offer or sale of Shares within the United States by any dealer (whether or not participating in the Issue) may violate the registration requirements of the Securities Act. United Kingdom No action has been or will be taken which would permit a public offering of the Shares in the United Kingdom. In particular, this Prospectus has not been prepared in accordance with the Public Offers of Securities Regulations 1995. Accordingly, the Shares may not be offered or sold in the United Kingdom, and this document may not be passed to, any person in the United Kingdom other than persons whose ordinary activities involved them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which do not constitute an offer to the public within the meaning of the Public Offers of Securities Regulations 1995.