PROSPECTUS Solon Eiendom ASA (a public limited liability company incorporated under the laws of Norway) Listing of 9,114,361 Shares, issued in a Private Placement __________ The information contained in this prospectus (the “Prospectus”) relates to the listing on Oslo Børs (the “Oslo Stock Exchange”) of 9,114,361 new shares in Solon Eiendom ASA (“Solon Eiendom”, “Solon” or the “Company”), taken together with its consolidated subsidiaries, the “Group”), each with a par value of NOK 1.00 (the “Private Placement Shares”), issued in a private placement directed towards a group of leading investors for gross proceeds of approximately NOK 346 million (the “Private Placement”), pursuant to the terms and conditions set out in this Prospectus. __________ All of the Company's shares, including the Private Placement Shares (together the “Shares”), are registered with the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) (the “VPS”) in book-entry form. All the Shares will rank in parity with one another and carry one vote per Share. __________ The Private Placement was divided into two trances (“Tranche 1” and “Tranche 2”). The Private Placement Shares issued in Tranche 1 commenced trading on the Oslo Stock Exchange on 23 May 2019, whilst trading in the Private Placement Shares issued in Tranche 2 is expected to commence on or about 20 June 2019, under the trading symbol “SOLON”, subject to timely payment. __________ For the definitions of capitalised terms used throughout this Prospectus, see Section 20 “Definitions”. Investing in the Shares involves risks; see Section 2 “Risk Factors” beginning on page 19. THIS PROSPECTUS SERVES AS A LISTING PROSPECTUS ONLY. THE PROSPECTUS DOES NOT CONSTITUTE AN OFFER, OR INVITATION TO PURCHASE, SUBSCRIBE OR SELL, ANY OF THE SHARES DESCRIBED HEREIN, AND NO SHARES OR OTHER SECURITIES ARE BEING OFFERED OR SOLD IN ANY JURISDICTION PURSUANT TO THIS PROSPECTUS __________ Managers: Arctic Securities AS ABG Sundal Collier ASA The date of this Prospectus is 19 June 2019. IMPORTANT INFORMATION This Prospectus has been prepared in order to provide information about the Company and its business in relation to the listing of the Private Placement Shares and to comply 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 (the “Prospectus Directive”) as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements (hereafter “EC Regulation 809/2004”). This Prospectus has been prepared solely in the English language. The Financial Supervisory Authority of Norway (Nw. Finanstilsynet) (the “Norwegian FSA”) has reviewed and approved this Prospectus in accordance with Sections 7-7 and 7-8 of the Norwegian Securities Trading Act. The Norwegian FSA has not verified or approved the accuracy or completeness of the information included in this Prospectus. The approval by the Norwegian FSA only relates to the information included in accordance with pre-defined disclosure requirements. The Norwegian FSA has not made any form of verification or approval relating to corporate matters described in or referred to in this Prospectus. This Prospectus was approved by the Norwegian FSA on 19 June 2019. The Prospectus is valid for a period of 12 months from the date of approval by the Norwegian FSA. _________ The information contained herein is current 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, significant new factors, material mistakes or inaccuracies relating to the information included in this Prospectus, which are capable of affecting the assessment of the Shares between the time when this Prospectus is approved and the date of listing of the Shares on the Oslo Stock Exchange, will be included in a supplement to this Prospectus. Neither the publication nor distribution of this Prospectus shall under any circumstances create any implication that there has been no change in the Company’s affairs or that the information herein is correct as of any date subsequent to the date of this Prospectus. _________ No person is authorised to give any information or to make any representation in connection with the Private Placement other than as contained in this Prospectus. If any such information is given or made, it must not be relied upon as having been authorised by the Company or by Arctic Securities AS or ABG Sundal Collier ASA (together the “Managers”) or by any of the affiliates, advisors or selling agents of any of the foregoing. _________ The distribution of this Prospectus may be restricted by law. This Prospectus does not constitute an offer of, or an invitation to purchase, any shares in any jurisdiction. The Company and the Managers require persons in possession of this Prospectus to inform themselves about and to observe any such restrictions. _________ The Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable securities laws and regulations. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions. _________ THE SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (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 2 (135) OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE 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. THIS PROSPECTUS HAS NOT BEEN APPROVED NOR REVIEWED BY THE US SECURITIES AND EXCHANGE COMMISSION AND IS NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES. _________ This Prospectus shall be governed by and construed in accordance with Norwegian law. The courts of Norway, with Oslo as legal venue, shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Prospectus. 3 (135) CONTENTS Clause Page 1. SUMMARY ........................................................................................................ 8 2. RISK FACTORS ................................................................................................. 19 2.1 Risks Relating to the Company and the Industry in which the Company Operates ............................................................................................... 19 2.2 Financial Risks ........................................................................................ 24 2.3 Risks Relating to the Shares ........................................................................ 25 2.4 Other risks ............................................................................................. 28 3. RESPONSIBILITY STATEMENT ............................................................................... 30 4. GENERAL INFORMATION ..................................................................................... 31 4.1 Cautionary Note Regarding Forward-Looking Statements .................................... 31 4.2 Presentation of Industry Data and Other Information ......................................... 32 5. THE PRIVATE PLACEMENT .................................................................................. 34 5.1 Raising of new equity - Overview of the Private Placement ................................ 34 5.2 Reasons for the Private Placement ............................................................... 34 5.3 Use of Proceeds and Expenses ..................................................................... 34 5.4 Resolutions pertaining to the Private Placement .............................................. 34 5.5 Participation of Members of the Management and Major Shareholders in the Private Placement ................................................................................... 36 5.6 Dilution ................................................................................................ 36 5.7 Interests of Natural Legal Persons Involved in the Private Placement ..................... 36 6. BUSINESS OVERVIEW ......................................................................................... 38 6.1 Introduction ........................................................................................... 38 6.2 Company History ..................................................................................... 38 6.3 Important Milestones in the Company's History ................................................ 38 6.4 Group Structure ...................................................................................... 39 6.5 Business concept ..................................................................................... 42 6.6 Dependency on Agreements, Zoning Regulations, Zoning Resolutions and Building Permits ...................................................................................... 43 6.7 Competitors ........................................................................................... 43 6.8 Factors Affecting the Group's Residential Real Estate Development Business ...........