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Vardia Insurance Group ASA

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Vardia Insurance Group ASA PROSPECTUS Vardia Insurance Group ASA (a public limited liability company organised under the laws of Norway) A fully underwritten Offering of 375,000,000 New Shares, each with a par value of NOK 0.08, through a Rights Issue and a Private Placement The listing of up to 275,000,000 Subscription Rights in the Rights Issue for trading on Oslo Børs under the ticker symbol "VARDIA T" The listing of 375,000,000 New Shares offered in the Rights Issue and the Private Placement on Oslo Børs Subscription Price: NOK 1.00 Trading period for the Subscription Rights: From and including 13 May 2015 to 16:30 (CET) on 22 May 2015 Subscription and application Period: From and including 13 May 2015 to 16:30 (CET) on 27 May 2015 ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ This prospectus (the " Prospectus ") has been prepared in order to provide information regarding Vardia Insurance Group ASA (" Vardia " or the " Company ") and its business in connection with (i) the offering of 375,000,000 new shares in the Company with a par value of NOK 0.08 each (the " New Shares ") through (a) the fully underwritten rights issue of 275,000,000 New Shares (the "Rights Issue ") and (b) the fully underwritten private placement of 100,000,000 New Shares (the " Private Placement " and together with the Rights Issue collectively referred to as the " Offering "), (ii) the listing of up to 275,000,000 subscription rights in the Rights Issue (the " Subscription Rights ") issuable to shareholders who are registered in the Company's shareholder register as at the end of 11 May 2015 (the Company's shareholders as at the end of the date on which this Prospectus was approved, 7 May 2015, as evidenced in the Norwegian Central Securities Depository (" VPS ") in accordance with normal T+2 settlement) (the "Record Date ") on Oslo Børs, and (iii) the listing of the New Shares on Oslo Børs. All offers and sales in the United States will be made to "qualified institutional buyers" ("QIBs ") as defined in Rule 144A under the United States Securities Act of 1933, as amended (the "U.S. Securities Act ") in a private placement as contemplated under Section 4(a)(2) under the U.S. Securities Act or pursuant to another applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. All offers and sales outside the United States will be made in reliance on Regulation S (" Regulation S ") under the U.S. Securities Act. Investing in the New Shares involves a high degree of risks. Prospective investors should read the entire Prospectus and, in particular, consider Section 2 "Risk Factors" when considering an investment in the Company. The New Shares have not been, and will not be, registered under the U.S. 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 an exemption from the registration requirements of the U.S. Securities Act, or outside the United States in compliance with Regulation S. For certain restrictions on transfer, see Section 15 "Selling and Transfer Restrictions". SUBSCRIPTION RIGHTS NOT USED TO SUBSCRIBE FOR NEW SHARES BEFORE THE END OF THE SUBSCRIPTION PERIOD 16:30 (CET) 27 MAY 2015, OR THAT ARE NOT SOLD BEFORE THE END OF TRADING ON OSLO BØRS 16:30 (CET) ON 22 MAY 2015, WILL LAPSE WITHOUT COMPENSATION TO THE HOLDER, AND CONSEQUENTLY BE OF NO VALUE. IF THE PRIVATE PLACEMENT IS NOT RESOLVED AT THE COMPANY'S GENERAL MEETING SCHEDULED TO BE HELD ON OR ABOUT 28 MAY 2015, THE OFFERING WILL NOT BE COMPLETED AND THE SUBSCRIPTION RIGHTS WILL LAPSE WITHOUT COMPENSATION TO THE HOLDER, AND CONSEQUENTLY BE OF NO VALUE _______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ Manager Pareto Securities The date of this Prospectus is 7 May 2015 Important information This Prospectus has been prepared by the Company in connection with the (i) Offering, (ii) listing of the Subscription Rights on Oslo Børs and (iii) listing of the New Shares on Oslo Børs. For the definitions of terms used throughout this Prospectus, see Section 17 "Definitions and Glossary of Terms" of this Prospectus. _______________________ The Company has furnished the information in this Prospectus. This Prospectus has been prepared in compliance with the Norwegian Securities Trading Act of 29 June 2007 no. 75 (the "Norwegian Securities Trading Act ") and related secondary legislation, including the Commission Regulation (EC) no. 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 regarding information contained in prospectuses, as amended, and as implemented in Norway (the "EU Prospectus Directive"). The Prospectus has been published in an English version only with a Swedish summary. The Financial Supervisory Authority of Norway ( Nw.: Finanstilsynet ) (the "FSA ") has reviewed and approved this Prospectus in accordance with Sections 7-7 and 7-8 of the Norwegian Securities Trading Act. The FSA has not controlled or approved the accuracy or completeness of the information included in this Prospectus. The approval by the FSA only relates to the information included in accordance with pre-defined disclosure requirements. The FSA has not made any form of control or approval relating to corporate matters described in or referred to in this Prospectus. Furthermore, the Prospectus has been passported to Sweden through a notification to the Swedish Financial Supervisory Authority ( Sw.:Finansinspektionen ) in accordance with Section 7-9 of the Norwegian Securities Trading Act. The Company has engaged Pareto Securities AS (the "Manager ") as the manager for the Offering. All inquiries relating to this Prospectus must be directed to the Company. No person other than the Company is authorised to give any information, or make any representation, on behalf of the Company in connection with the Offering and, if given or made, such information or representation must not be relied upon as having been authorised by the Company. The information contained herein is as of the date hereof and subject to change, completion or amendment without notice. There may have been changes affecting the Company or its subsidiaries (collectively referred to as the " Group ") subsequent to the date of this Prospectus. 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 have significance for the assessment of the Shares, and arises between approval of the Prospectus and the listing of New Shares, will be presented in a supplement to the Prospectus. Such supplementary prospectus shall be approved by the FSA and be published. Neither the delivery of this Prospectus nor the completion of the Offering, including listing of the New Shares, at any time after the date hereof will, under any circumstances, create any implication that there has been no change in the Group’s affairs since the date hereof or that the information set forth in this Prospectus is correct as of any time since its date. No action to approve, register or file the Prospectus has been made outside Norway and Sweden. The distribution of this Prospectus and the offering and sale of the New Shares may in certain jurisdictions be restricted by law. Persons in possession of this Prospectus are required to inform themselves about and to observe any such restrictions. This Prospectus does not constitute an offer of, or an invitation to subscribe or purchase, any of the New Shares in any jurisdiction in which such offer or sale would be unlawful. No one has taken any action that would permit a public offering of shares to occur outside of Norway and Sweden. The New Shares have not been and will not be registered under the U.S. Securities Act, or with any securities authority of any state of the United States, and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws. The New Shares are only being offered pursuant to exemptions from, or in transactions not subject to, registration under the U.S. Securities Act, including (i) in the United States only to QIBs in reliance on an exemption from the registration requirements of the U.S. Securities Act and (ii) outside the United States only in offshore transactions (as defined in, and in accordance with, Regulation S). The contents of this Prospectus are not to be construed as legal, business or tax advice. Each reader of this Prospectus should consult with its own legal, business or tax advisor as to legal, business or tax aspects of an investment in the New Shares. Each investor should consult with his or her own advisors as to the legal, tax, business, financial and related aspects of a purchase of the New Shares. Neither
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