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.
24 April 2026
Reference is made to the announcement on 21 April 2026 regarding a retail
offering of existing Norwegian depositary receipts in Constellation Oil Services
Holding S.A. (the "Company") of up to the NOK equivalent of EUR 1 million (the
"Sale Securities") in connection with the contemplated uplisting of the Company
to Euronext Oslo Børs. Clarksons Securities AS and DNB Carnegie, a part of DNB
Bank ASA acted as managers for the retail offering (jointly the "Managers").
It is hereby announced that the Sale Securities have been successfully placed
through the sale of 81,501 Sale Securities to approximately 700 investors.
The price to be paid for each Sale Security in the offering (the "Offer Price")
will be NOK 133.9, equal to a 7% discount to the volume-weighted average price
of the Norwegian depositary receipts (reflecting the underlying shares in the
Company) traded on Euronext Growth Oslo during the Application Period, i.e. the
three trading days during the period from 21 April 2026 to 23 April 2026,
rounded down to the nearest one decimal.
All applicants who submitted a valid application will receive an allocation.
Notifications of allocation of Sale Securities and the corresponding amounts to
be paid by investors are expected to be communicated to investors on or about 24
April 2026. Investors who have access to investor services through their VPS
account manager will be able to see how many Sale Securities they have been
allocated from on or about 24 April 2026 at 12:00 CEST. For investors
subscribing for shares through VPS, payment for the allocated Sale Securities is
due on 29 April 2026, and there must be sufficient funds in the stated bank
account from and including 28 April 2026. Investors subscribing for shares
through Nordnet Bank AB ("Nordnet") should refer to information received from
Nordnet on allocation and timing of payment for the Sale Securities.
The Sale Securities delivered to the investors are expected to be tradable on
Euronext Growth Oslo on or about 30 April 2026.
For further information about the offering, please contact:
Clarksons Securities: +47 22 01 63 00
DNB Carnegie: +47 24 16 90 20
IMPORTANT INFORMATION
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities in the Company.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Copies of this announcement are not being made and
may not be distributed or sent into any jurisdiction in which such distribution
would be unlawful or would require registration or other measures. Accordingly,
this announcement is not for public release, publication or distribution,
directly or indirectly, in or into, among others, the United States (including
its territories and possessions, any state of the United States and the District
of Columbia), Australia, Canada, Hong Kong, South Africa or Japan. Persons into
whose possession this announcement or such other information should come, are
required to inform themselves about and to observe any such restrictions.
Persons distributing this announcement must satisfy themselves that it is lawful
to do so.
This communication is only addressed to and is only directed at retail investors
in Norway, Sweden, Denmark and Finland who can receive the offer without an
approved prospectus pursuant to applicable exemptions under the Prospectus
Regulation. The expression "Prospectus Regulation" means Regulation (EU)
2017/1129, as amended, together with any applicable implementing measures in any
EEA Member State.
The securities referred to in this announcement are subject to restrictions on
transferability and resale in certain jurisdictions, and may not be transferred
or resold except as permitted under applicable securities laws and regulations.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended, and accordingly
may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the Securities Act
and in accordance with applicable U.S. state securities laws.
Participation in the offering is available only to retail investors in Norway,
Sweden, Denmark and Finland, and no other persons shall be entitled to
participate in the offering. The issue, subscription or purchase of shares or
other financial instruments in the Company is subject to specific legal or
regulatory restrictions in certain jurisdictions. Neither of the Managers
assumes any responsibility in the event there is a violation by any person of
such restrictions. The distribution of this release may in certain jurisdictions
be restricted by law. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.
The securities referred to in this announcement will be offered on the basis of
publicly available information only and on the terms and subject to the
conditions of the offering.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. The price and value
of securities and any income from them can go down as well as up and you could
lose your entire investment. Past performance is not a guide to future
performance. Information in this announcement cannot be relied upon as a guide
to future performance. Neither the Managers nor any of their respective
affiliates accepts any liability arising from the use of this announcement.