Reference is made to previous stock exchange announcements fromBorgestad ASA (the "Company") regarding a subsequent repair offering of up to 250,000,000 new shares, each with a nominal value ofNOK 0.25 , at a subscription price ofNOK 0.25 per share (the "Subsequent Offering"), as well as the prospectus dated4 December 2023 , available on the Company's website, https://borgestad.no/investor/ (the "Prospectus"). The subscription period for the Subsequent Offering expired today,19 December 2023 , at 16:30 hours CET. The preliminary count of received subscriptions indicates that the Subsequent Offering is oversubscribed and that 250,000,000 shares hence will be issued. The final allocation of the offer shares in the Subsequent Offering is expected to take place on20 December 2023 , based on the allocation criteria set out in the Prospectus. The final result of the Subsequent Offering will be published shortly after such allocation, and allocation letters regarding the new shares and the corresponding subscription amount to be paid by each subscriber are expected to be sent during20 December 2023 . The subscription amount for allocated shares is due for payment on22 December 2023 , in accordance with the payment procedures described in the Prospectus. The new shares cannot be transferred or traded before the share capital increase pertaining to the Subsequent Offering has been registered with theNorwegian Register ofBusiness Enterprises . The share capital increase is expected to be registered with theNorwegian Register ofBusiness Enterprises on or about27 December 2023 . The new shares are, subject to timely payment, expected to be delivered to the respective VPS accounts of the subscribers on the same day. The Company will publish a stock exchange announcement once the share capital increase has been registered. For further information, please contact:Pål Feen Larsen , CEOBorgestad ASA , +47 488 45 333 -- This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act. Thisstock exchange announcement was published byPål Feen Larsen , CEO inBorgestad ASA on19 December 2023 at17:16 CET on behalf of the Company. -- AboutBorgestad | www.borgestad.noBorgestad ASA (OSE:BOR) is an investment company focused on real estate and industry. The key investments include Agora Bytom shopping center and the leading refractory manufacturer HöganäsBorgestad . About HöganäsBorgestad | https://hoganasborgestad.com/ HöganäsBorgestad develops, manufactures and delivers refractory products, installations and turnkey solutions that enhance the productivity and competitiveness of industrial customers. The aim is to contribute to the customers' profitability by providing high-value refractory solutions to their challenges. Today, the company is a leading supplier in the refractory market of the Nordic countries and has a global presence in a number of selected application areas. IMPORTANT NOTICE: The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. NeitherArctic Securities AS norSpareBank 1 Markets AS (the "Managers") or any of their affiliates or any of their respective directors, officers, employees, advisors 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 the Company, 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 this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of theBorgestad ASA (the "Company"). Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or fromAustralia ,Canada ,Japan ,Hong Kong ,South Africa orthe United States (including its territories and possessions, anyState of the United States and theDistrict of Columbia ) or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement is not an offer for sale of securities inthe United States . The securities referred to in this announcement have not been and will not be registered under theU.S. Securities Act, and may not be offered or sold inthe United States absent registration with theU.S. Securities and Exchange Commission or an exemption from, or in a transaction not subject to, the registration requirements of theU.S. Securities Act and in accordance with applicableU.S. state securities laws. The Company does not intend to register any securities referred to herein inthe United States or to conduct a public offering of securities inthe United States . This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of theEuropean Parliament and of the Council of14 June 2017 (the "EU Prospectus Regulation") (together with any applicable implementing measures in any Member State). The securities offered in the subsequent repair offering are offered on the basis of a listing and offering prospectus dated4 December 2023 prepared by the Company (the "Prospectus"), which is available at www.borgestad.no/investor, www.arctic.com/offerings and www.sb1markets.no/transaksjoner. Investors in the subsequent repair offering should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. In any EEA Member State other thanNorway , this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e. only to investors who can receive the offer without an approved prospectus in such EEA Member State. This communication is only being distributed to and is only directed at persons in theUnited Kingdom that are "qualified investors" within the meaning of the EU Prospectus Regulation as it forms part of English law by virtue of theEuropean Union (Withdrawal) Act 2018 and that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, 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. This announcement is made by, and is the responsibility of, the Company. The Managers and their affiliates are acting exclusively for the Company and no-one else in connection with the transactions described in this announcement. They will not regard any other person as their respective clients in relation to the transactions described in this announcement and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the transactions described in this announcement, the contents of this announcement or any transaction, arrangement or other matter referred to herein. In connection with the transaction described in this announcement, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities of the Company or related investments in connection with the transactions described in this announcement or otherwise. Accordingly, references in any subscription materials to the securities 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 Managers and any of their affiliates acting as investors for their own accounts. The Managers 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. Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "aim", "expect", "anticipate", "intend", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies, and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies, and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, the Managers 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 otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.
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