NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY
APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF
SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
14 April 2026
Results of Block Trade in Scatec ASA
Further to the announcement on 13 April 2026, Equinor ASA (the "Seller")
confirms that it has sold 12,900,000 ordinary shares (the "Placing Shares") in
Scatec ASA ("Scatec" or the "Company") (the "Placing"), representing approx.
8.07% of the total shares outstanding in the Company, to certain eligible
institutional investors and other professional investors at a price of NOK 125
per Placing Share, for a total transaction size of approximately NOK 1,613
million. Morgan Stanley Europe SE ("Morgan Stanley") and Nordea Bank Abp, filial
i Norge ("Nordea") acted as Joint Bookrunners (together referred to as the
"Joint Bookrunners") in connection with the Placing.
The notification of allocation in the Placing is expected to be communicated on
or about 14 April 2026 (T) before 09:00 CEST. The proceeds of the Placing are
payable in cash on customary settlement terms, and settlement of the Placing is
expected to occur on a normal delivery-versus-payment basis (DVP T+2) on 16
April 2026. The Placing Shares will be tradeable on Euronext Oslo Børs (main
regulated list on the Oslo Stock Exchange) from T.
The Seller will receive the net proceeds from the Placing. The Company is not a
party of the Placing and will not receive any proceeds from the Placing.
Following the completion of the Placing, the Seller will hold 12,876,200
ordinary shares in the Company, representing approx. 8.05% of the total share
outstanding in the Company. The Seller has entered into a lock-up commitment
with the Joint Bookrunners (subject to customary exceptions and waivers) for a
period ending 90 days after settlement of the Placing. The lock-up does not
apply to Equinor Asset Management AS, an independently managed fund manager
wholly-owned by the Seller.
For further information, please contact your respective stockbroker or:
Morgan Stanley
+44 (0) 20 7425 8000
Nordea Bank Abp, filial i Norge
+47 24 14 74 70
IMPORTANT NOTICE
The publication or distribution or release of this announcement and the Placing
of the Placing Shares as set out in this announcement in certain jurisdictions
may be restricted by law. This announcement is for information purposes only and
shall not constitute or form part of an offer to buy, sell, issue, acquire or
subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or
subscribe for any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful. No
action has been taken that would permit an offering of such shares or possession
or distribution of this announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are required to
inform themselves about, and to observe, such restrictions. Any failure to
comply with these restrictions may constitute a violation of the securities laws
of such jurisdictions.
Members of the general public are not eligible to take part in the Placing.
This announcement and any offer of securities to which it relates are only
addressed to and directed at (1) in the United Kingdom and in any member state
of the European Economic Area, persons who are qualified investors in such
member state within the meaning of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") or in the United Kingdom within the
meaning of the Prospectus Regulation as it forms part of retained EU law by
virtue of the European Union (Withdrawal) Act 2018 ("Qualified Investors"); and
(2) in the United Kingdom, Qualified Investors who (a) are persons who have
professional experience, knowledge and expertise in matters relating to
investments and qualifying as "investment professionals" for the purposes of
article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (all such persons being referred to as "relevant persons")
and (b) only in circumstances falling within the circumstances set out in Part 1
of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024
(the "POATRs") (including, amongst other circumstances, the fact that the Offer
Shares which are the subject of the Placing are offered subject to a minimum
subscription amount per UK Applicant equivalent to at least GBP 100,000).. The
information regarding the Placing set out in this announcement must not be acted
on or relied on by persons in the European Economic Area who are not Qualified
Investors or by persons in the United Kingdom who are not relevant persons. Any
investment or investment activity to which this announcement relates is
available in the European Economic Area only to Qualified Investors and in the
United Kingdom only to relevant persons and will be engaged in only with such
persons.
In particular, this announcement does not constitute or form part of any offer
to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer
to buy, sell, issue, acquire, or subscribe for any securities in any
jurisdiction into which such offer or solicitation would be unlawful.
The Placing Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered, sold or transferred, directly or indirectly, within the United States,
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the securities laws of any
state or other jurisdiction of the United States.
No offer and sale of Placing Shares is or will be made in Canada, except to
persons who are: (a) an "accredited investor" within the meaning of Section 1.1
of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") of the
Canadian Securities Administrators or subsection 73.3(1) of the Securities Act
(Ontario) (the "OSA"), as applicable, and is either purchasing the Placing
Shares as principal for its own account, or is deemed to be purchasing the
Placing Shares as principal for its own account in accordance with applicable
Canadian securities laws, for investment only and not with a view to resale or
redistribution; (b) such person was not created or used solely to purchase or
hold the Placing Shares as an accredited investor under NI 45-106; (c) a
"permitted client" within the meaning of National Instrument 31-103 -
Registration Requirements, Exemptions and Ongoing Registrant Obligations ("NI
31-103") of the Canadian Securities Administrators; and (d) entitled under
applicable Canadian securities laws to purchase the Placing Shares without the
benefit of a prospectus under such securities laws.
The offer and sale of securities referred to herein has not been and will not be
registered under the Securities Act or under the applicable securities laws of
Australia, Canada, Japan or South Africa. Subject to certain exceptions, the
Placing Shares referred to herein may not be offered or sold in Australia, Japan
or South Africa or to, or for the account or benefit of, any national, resident
or citizen of Australia, Japan or South Africa.
No public offering of the securities referred to herein is being made in the
United Kingdom, the United States, Australia, Canada, Japan, South Africa or any
other jurisdiction.
No prospectus or offering document has been or will be prepared in connection
with the Placing. The publicly available information of the Company is not the
responsibility of, and has not been independently verified by, the Seller,
Morgan Stanley, Nordea or any of their respective affiliates (as such term is
defined under Rule 501(b) of Regulation D of the Securities Act) (each, an
"Affiliate"). The information contained in this announcement is for background
purposes only and does not purport to be full or complete.
In connection with the Placing, Morgan Stanley or Nordea or any of their
Affiliates may take up a portion of the Placing Shares as a principal position
and in that capacity may retain, purchase, sell, offer to sell for their own
accounts such Placing Shares and other securities of the Company or related
investments in connection with the Placing or otherwise. Accordingly, references
to the shares 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, Morgan Stanley or Nordea and any of their
Affiliates acting as investors for their own accounts. Morgan Stanley and Nordea
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.
Morgan Stanley and Nordea are acting for the Seller in connection with the
Placing and no-one else and will not be responsible to anyone other than the
Seller for providing for providing advice in relation to the Placing or any
other matter referred to in this announcement.
No representation or warranty, express or implied, is or will be made as to, or
in relation to, and no responsibility or liability is or will be accepted by
Morgan Stanley or Nordea or by any of their Affiliates or agents as to, or in
relation to, the accuracy or completeness of this announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is expressly
disclaimed.
This announcement does not purport to identify or suggest the risks (direct or
indirect) which may be associated with an investment in the Company's
securities. The price of shares and the income from them may go down as well as
up and investors may not get back the full amount invested on disposal of the
shares. Acquiring Placing Shares to which this announcement relates may expose
an investor to a significant risk of losing all of the amount invested. Past
performance is no guide to future performance and persons needing advice should
consult an independent financial advisor.Click here for more information
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