Selvaag Bolig Asa
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PROSPECTUS NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES SELVAAG BOLIG ASA NOK 500 million to NOK 800 million initial public offering Indicative Price Range from NOK 25 to NOK 32 per Offer Share Listing of the Company’s Shares on Oslo Børs This prospectus (the “Prospectus”) has been prepared in connection with the initial public offering of new ordinary shares, each with a par value of NOK 2.00 (the “Offer Shares” and, together with any Additional Shares (as defined below) and the existing shares issued by the Company, the “Shares”), in Selvaag Bolig ASA (the “Company” or “Selvaag Bolig”) and the listing of the Shares on Oslo Børs (“Oslo Børs”). The global offering (the “Offering”) in an amount of NOK 500 million to NOK 800 million, with an over-allotment option of an additional 10%, through the issuance of up to 34,093,398 Offer Shares (including any Shares issued pursuant to the Greenshoe Option, as defined in Section 5.10) comprises (i) an institutional offering (a) to investors in Norway, (b) to investors outside Norway and the United States subject to applicable exemptions from local prospectus and other filing requirements, and (c) in the United States, to “qualified institutional buyers” “QIBs”( ) as defined in, and in reliance on, Rule 144A “Rule( 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”); subject to a lower limit per application of NOK 1,000,000 (the “Institutional Offering”), (ii) a retail offering to the public in Norway subject to a lower limit per application of NOK 10,500 and an upper limit per application of NOK 999,999 for each investor (the “Retail Offering”), and (iii) an employee offering, in which the Company’s Eligible Employees, as defined in Section 5.7.1, are offered to apply for Offer Shares subject to a lower limit per application of NOK 10,500 and an upper limit per application of NOK 100,000 for each Eligible Employee, and with a discount of 20% of the final offer price per Offer Share (the “Offer Price”) (the “Employee Offering”). Except where the context otherwise requires, references in this Prospectus to “Shares” will be deemed to include the “Offer Shares” and any “Additional Shares” (as defined in Section 5.4). All offers and sales outside the United States will be made in reliance on Regulation S (“Regulation S”) under the Securities Act. The offer period for the Institutional Offering (the “Book-building Period”) is expected to last from 09:00 hours (Central European Time, “CET”) on 23 May 2012 to 17:30 hours (CET) on 7 June 2012. The application period for the Retail Offering and the Employee Offering (the “Application Period”) is expected to last from 09:00 hours (CET) on 23 May 2012 to 12:00 hours (CET) on 7 June 2012. The Book-building Period and/or the Application Period may, at the Company’s own discretion, and for any reason, be closed prior to, or extended beyond, said times but will close no earlier than 12:00 hours (CET) on 30 May 2012 and no later than 17:30 hours (CET) on 28 June 2012. The Shares, the Offer Shares and the Additional Shares have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered or sold within the United States except to QIBs in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A, or outside the United States in compliance with Regulation S. For a description of certain restrictions on offering, subscription, sale, purchase and transfer of the Shares, see Section 17 “Selling and transfer restrictions”. This is an initial public offering; prior to the Offering there has been no public trading market for the Shares and the Shares are not listed nor traded on any stock exchange or regulated market. The Company submitted an application for listing (the “Listing Application”) of the Shares on Oslo Børs (the “Listing”) on 23 April 2012. The Listing Application is expected to be considered by the board of directors of Oslo Børs on 23 May 2012. Completion of the Offering is inter alia conditional upon Oslo Børs approving the Listing Application. Investing in the Shares involves a high degree of risk. See Section 3 “Risk Factors” beginning on page 28. Joint Lead Managers 22 May 2012 Important information Please see Section 19 “Definitions and glossary of terms”, which also applies to the front page, for the definition of certain terms used throughout this Prospectus. All references to the “Group” or the “Selvaag Bolig Group” in this Prospectus refer to the Company together with its subsidiaries; see Section 6 “Presentation of the Company”. All references to the “Selvaag Group” in this Prospectus refer to the Company’s main shareholder Selvaag Gruppen AS together with its subsidiaries. Prospective investors are expressly advised that an investment in the Shares entails financial and legal risks and that they should therefore read this Prospectus in its entirety, including but not limited to the section of the Prospectus entitled “Risk Factors”, when considering an investment in the Shares. The contents of this Prospectus are not to be construed as legal, financial or tax advice. Each prospective investor should consult his, her or its own legal adviser, independent financial adviser or tax adviser for legal, financial or tax advice. In making an investment decision, each investor must rely on its own examination, and analysis of, and enquiry into, the Group and the terms of the Offering, including but not limited to the merits and risks involved. Each investor should contact the Managers or the Company with any questions about the Offering or if the investor requires additional information to verify the information contained in this Prospectus. The investor acknowledges that: (1) the investor has been afforded an opportunity to request from the Managers or the Company, and to review, and have received, all additional information considered by the investor to be necessary to verify the accuracy of, or to supplement, the information contained in this Prospectus; (2) the investor has not relied on the Managers or any person affiliated with the Managers in connection with the investor’s investigation of the accuracy of such information or the investor’s investment decision; and (3) no other person has been authorized to give any information or to make any representation concerning the Company or its affiliates or the Shares (other than as contained in this Prospectus) and, if given or made, any such other information or representation should not be relied upon as having been authorized by the Company or the Managers. None of the Company or the Managers, or any of their respective representatives or advisers, is making any representation to any offeree, applicant or subscriber of Offer Shares regarding the legality of an investment in the Offer Shares by such offeree, applicant or subscriber under the laws applicable to such offeree, applicant or subscriber. This Prospectus, dated 22 May 2012, has been prepared by Selvaag Bolig ASA in order to provide a presentation of the Company in connection with the Offering and the Listing, as defined and described herein. The Prospectus has been prepared to comply with the Norwegian Securities Trading Act Sections 7-2 and 7-3 and related legisla- tion and regulations, including the Commission Regulation (EC) No. 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council. The Prospectus has been prepared in the English language with a summary in English and Norwegian. The Prospectus has been approved by the Norwegian Financial Supervisory Authority (the “FSAN”) (Norwegian: Finanstilsynet) pursuant to Sections 7-7 and 7-8 of the Norwegian Securities Trading Act. The information contained herein is as of the date hereof and subject to change, completion and amendment without notice. In accordance with Section 7-15 of the Norwegian Securities Trading Act, any new circumstance, material error or inaccuracy relating to information included in the Prospectus, which may be of significance for the assessment of the Shares, and which arises between approval of the Prospectus and the expiry of the Offer Period or the Listing, will be presented in a supplement to the Prospectus. Such supplement shall be approved by the FSAN and be published. Publication of this Prospectus shall not create any implication that there has been no change in the Group’s affairs or that the information herein is correct as of any date subsequent to the date of the Prospectus. The Company has engaged ABG Sundal Collier Norge ASA (“ABGSC”), DNB Markets, a part of DNB Bank ASA (“DNB Markets”) and Pareto Securities AS (“Pareto Securities”) (together, the “Managers”) as joint lead managers for the Offering and the Listing. DNB Markets and ABGSC are also engaged as joint bookrunners. ABGSC, DNB Markets and Pareto Securities will jointly recommend the allocation of Offer Shares in the issue. All inquiries relating to this Prospectus must be directed to the Company or the Managers. No other person is authorised to give information, or to make any representa- tion, in connection with the Offering or sale of the Offer Shares or the Additional Shares, the Listing or this Prospectus. If any such information is given or made, it must not be relied upon as having been authorised by the Company or the Managers or by any of their affiliates, advisors or selling agents. The Company has furnished the information in this Prospectus. The Managers make no representation or warranty, express or implied, as to the accuracy or completeness of such information, and nothing contained in this Prospectus is, or shall be relied upon as, a promise or representation by the Managers.