18 February 2026: Reference is made to the stock exchange announcement published
on 19 December 2025 regarding the launch of a voluntary cash offer by Bidco
Clover AS (the "Bidder") for all issued and outstanding shares (the "Shares") in
Spir Group ASA (the "Company") not already directly or indirectly controlled by
the Bidder at an offer price of NOK 8.567 per share (the "Offer"), as further
set out in the offer document dated 18 December 2025 (the "Offer Document").
Further reference is made to the stock exchange announcements published on 16
January 2026 and 30 January 2026 regarding the extensions of the offer period to
30 January 2026 at 16:30 (CET) and 13 February 2026 at 16:30 (CET),
respectively. Reference is further made to the stock exchange announcement
published on 16 February 2026 regarding the final result of the Offer.
Pursuant to an agreement between the Bidder and the four largest shareholders of
the Company, Karbon Invest AS ("Karbon"), Carucel Finance AS ("Carucel"), Stella
Industrier AS/Stella AS ("Stella") and Varner Kapital AS ("Varner"), will
transfer a total of 88,483,469 Shares, representing approx. 66.55% of the Shares
and votes, to the Bidder.
Karbon will transfer a total of 44,562,194 Shares, representing approx. 33.5% of
the Shares and votes, to the Bidder. Following completion of the transfer,
Karbon will own 0 Shares in the Company, representing 0% of the outstanding
share capital and voting rights, and thereby cross below the mandatory
notification thresholds 1/3, 25%, 20%, 15%, 10% and 5% set out in section 4-2 of
the Norwegian Securities Trading Act.
Carucel will transfer a total of 15,754,794 Shares, representing approx. 11.8%
of the Shares and votes, to the Bidder. Following completion of the transfer,
Carucel will own 0 Shares in the Company, representing 0% of the outstanding
share capital and voting rights, and thereby cross below the mandatory
notification thresholds 10% and 5% set out in section 4-2 of the Norwegian
Securities Trading Act. Carucel Finance AS is controlled by Cacace AS, a company
controlling Carucel AS, the parent company of Carucel Finance AS.
Stella will transfer a total of 15,313,325 Shares, representing approx. 11.5% of
the Shares and votes, to the Bidder. Following completion of the transfer,
Stella will own 0 Shares in the Company, representing 0% of the outstanding
share capital and voting rights, and thereby cross below the mandatory
notification thresholds 10% and 5% set out in section 4-2 of the Norwegian
Securities Trading Act.
Varner will transfer a total of 12,853,156 Shares, representing approx. 9.7% of
the Shares and votes, to the Bidder. Following completion of the transfer,
Varner will own 0 Shares in the Company, representing 0% of the outstanding
share capital and voting rights, and thereby cross below the mandatory
notification threshold 5% set out in section 4-2 of the Norwegian Securities
Trading Act. Varner Kapital AS is controlled by Varner Holding AS, a company
controlling Varner Invest AS, the parent company of Varner Kapital AS.
The disclosures set out in this announcement are made pursuant to the disclosure
requirement in section 4-2 of the Norwegian Securities Trading Act.