Settlement Notification for Ferd and Tjaldur's tender cash offer to acquire all outstanding shares in Mintra Holding AS

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY
OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.


Oslo, 20 December 2023: 
Reference is made to the announcement made on 29 November 2023 by Ferd AS and
Tjaldur Holdco II AS (together, the "Investors"), acting through Minerva Topco
AS (the "Offeror"), regarding the issuance of an offer document (the "Offer
Document") and the start of the acceptance period (the "Offer Period") for the
tender cash offer to acquire all outstanding shares of Mintra Holding AS
("Mintra" or the "Company") not already owned by the Investors or to which the
Offeror is otherwise entitled, at a price of NOK 3.50 per share (the "Offer").
Reference is further made to the announcement on 18 December 2023 regarding the
results of the Offer following expiry of the extended Offer Period on 15
December 2023. 


Today, the Norwegian Competition Authority has unconditionally approved the
transaction contemplated by the Offer. Accordingly, the closing condition for
the Offer "Regulatory approvals" has been satisfied, see sections 2.3 (ii) and
2.8 of the Offer Document. In addition, as previously communicated, the closing
conditions "Minimum acceptance" and "Change of control consents under financing
agreements" have been waived and satisfied, respectively.


This announcement constitutes a Settlement Notification in accordance with
section 2.5 of the Offer Document.


Settlement of the Offer is expected to take place on or about 22 December 2023.
Settlement of the Offer will continue to be subject to the following conditions
(as described in section 2.3 of the Offer Document) until the settlement of the
Offer: (iv) "Ordinary conduct of business"; (v) "No material adverse change";
and (vi) "No legal action".


For more information, please refer to the Offer Document which is available on
https://www.nordea.com/en/our-services/mintra, subject to regulatory
restrictions in certain jurisdictions. 

***

For further queries, please contact:

Gustav Martinsen, Chairman, Minerva Topco AS,	[phone]    
Nils Jegstad, Board member, Minerva Topco AS,	[phone]



ABOUT MINTRA

Mintra is the provider of global solutions for digital learning, competence and
workforce management, primarily for energy, maritime and safety-critical
industries. Mintra's portfolio of digital products includes workforce planning,
training and skills management. More than 4,100 enterprises trust the company to
improve security, increase efficiency and reduce costs. Mintra is an employer of
choice and its global team prides itself on the culture of collaboration and
exploration to enable the delivery of innovation to its customers. Mintra is
headquartered in Bergen, Norway, with offices and operations to support the
delivery of on- and offline services to its global customers 24/7.

ABOUT FERD

Ferd is a Norwegian family-owned investment company owned by the fifth and sixth
generations of the Andresen family. Ferd is committed to creating enduring value
and leave clear footprints through ownership of businesses and investments in
financial assets. For Ferd, value creation is about generating more than just a
financial return. It is also about making a positive contribution to the growth
and development of society and protection of our environment. Ferd's
wide-ranging activities encompass active ownership and corporate development at
private and listed companies, investment in financial assets, real estate
development, investment via external managers, impact investing and social
entrepreneurship.

ABOUT TJALDUR

Tjaldur is an industrial holding company registered in the Faroe Islands and
focuses its investments in companies in the North Atlantic. Tjaldur has
comprehensive operating experience and industrial insight doing business in the
Energy and Marine industry and invests in companies with improvement potential
and the possibility for international growth. Tjaldur is an active owner and
focuses on long term sustainable growth.


***

IMPORTANT NOTICE

The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions. The
Offer Document and related acceptance form will not and may not be distributed,
forwarded or transmitted into or within any jurisdiction where prohibited by
applicable law, including, without limitation, Canada, Australia, New Zealand,
South Africa, Hong Kong and Japan. The Offeror does not assume any
responsibility in the event there is a violation by any person of such
restrictions. Persons into whose possession this announcement or such other
information should come are required to inform themselves about and to observe
any such restrictions.

This announcement is not a tender offer document and, as such, does not
constitute an offer or the solicitation of an offer to acquire the Shares.
Investors may accept the Offer only on the basis of the information provided in
the Offer Document. Offers will not be made directly or indirectly in any
jurisdiction where either an offer or participation therein is prohibited by
applicable law or where any tender offer document or registration or other
requirements would apply in addition to those undertaken in Norway.

Nordea Bank Abp, filial i Norge is acting as financial adviser to Ferd and
Tjaldur and no one else in connection with the Offer and will not regard any
other person as its client in relation to the Offer and will not be responsible
to anyone other than the Ferd and Tjaldur for providing the protection afforded
to clients of Nordea, nor for providing advice in relation to the Offer.

Notice to U.S. Holders

U.S. Holders (as defined below) are advised that the Shares are not listed on a
U.S. securities exchange and that the Company is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended
(the "U.S. Exchange Act"), and is not required to, and does not, file any
reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.
The Offer will be made to holders of Shares resident in the United States ("U.S.
Holders") on the same terms and conditions as those made to all other holders of
Shares in the Company to whom an offer is made. Any information documents,
including the Offer Document, will be disseminated to U.S. Holders on a basis
comparable to the method that such documents are provided to the Company's other
shareholders to whom an offer is made. The Offer will be made by the Offeror and
no one else.

The Offer is made to U.S. Holders pursuant to Section 14(e) and Regulation 14E
under the U.S. Exchange Act as a "Tier I" tender offer, and otherwise in
accordance with the requirements of Norwegian law. Accordingly, the Offer is
subject to disclosure and other procedural requirements timetable, settlement
procedures and timing of payments, that are different from those that would be
applicable under U.S. domestic tender offer procedures and law.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the
Offeror and its affiliates or brokers (acting as agents for the Offeror or its
affiliates, as applicable) may from time to time, and other than pursuant to the
Offer, directly or indirectly, purchase or arrange to purchase, Shares or any
securities that are convertible into, exchangeable for or exercisable for such
Shares outside the United States during the period in which the Offer remains
open for acceptance, so long as those acquisitions or arrangements comply with
applicable Norwegian law and practice and the provisions of such exemption. To
the extent information about such purchases or arrangements to purchase is made
public in Norway, such information will be disclosed by means of an English
language press release via an electronically operated information distribution
system in the United States or other means reasonably calculated to inform U.S.
Holders of such information. In addition, the financial adviser to Ferd and
Tjaldur or its respective affiliates may also engage in ordinary course trading
activities in securities of the Company, which may include purchases or
arrangements to purchase such securities.

Neither the SEC nor any securities supervisory authority of any state or other
jurisdiction in the United States has approved or disapproved the Offer or
reviewed it for its fairness, nor have the contents of the Offer Document or any
other documentation relating to the Offer been reviewed for accuracy,
completeness or fairness by the SEC or any securities supervisory authority in
the United States. Any representation to the contrary is a criminal offence in
the United States.

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