NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, JAPAN,
HONG KONG, SOUTH KOREA, OR ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
Oslo, December 18, 2025
Reference is made to the stock exchange announcement published on 4 December
2025, regarding the launch of a voluntary cash tender offer by Thon Gruppen AS
("Thon Gruppen" or the "Offeror") to acquire all outstanding shares of Olav Thon
Eiendomsselskap ASA (the "Company") at a price of NOK 335 per share (the
"Shares") (the "Offer"), as further set out in the offer document dated 3
December 2025 (the "Offer Document").
The initial acceptance period expires on 18 December 2025 at 16:30 (CET). The
Offeror hereby announces an extension of the acceptance period under the Offer
until 5 January 2026 at 16:30 (CET), subject to further extensions at the
discretion of the Offeror as further set out in the Offer Document (up to a
total acceptance period of ten weeks, with the latest possible expiry date of
the acceptance period on 12 February 2026).
As of the time of this announcement, the Offeror has received acceptances of the
Offer for Shares representing more than 90 per cent of the shares on a
non-diluted basis, subject to verification of acceptances received. The Offeror
will provide an update on the status of received acceptances of the Offer in a
separate stock exchange announcement, which will be published by 09:00 (CET)
tomorrow, 19 December 2025.
Although the Offeror has received acceptances representing over 90 per cent of
the Shares, the acceptance period is extended to verify all acceptances already
received and to provide shareholders who have not yet accepted the Offer with an
additional opportunity to participate in the Offer on the same terms as the
substantial majority of shareholders who have already accepted.
The Offeror hereby announces that the Closing Condition relating to Regulatory
Approvals, as defined in the Offer Document, has been met.
Settlement of the Offer will therefore be made pursuant to the terms of the
Offer Document and will take place no later than 21 January 2026, being twenty
(20) business days after the date of this Settlement Notification (as defined in
the Offer Document), subject to that the remaining Closing Conditions as set out
in (iii) through (vi) of section 2.8 ("Conditions for Completion of the Offer")
of the Offer Document continuing to be satisfied, or waived by the Offeror,
until settlement of the Offer. To the Offeror's knowledge all of the remaining
closing conditions are currently satisfied.
All terms and conditions of the Offer as set out in the Offer Document (other
than the amendments made pursuant to this announcement) remain unchanged. The
complete terms and conditions for the Offer, including procedures for how to
accept the Offer and detailed information regarding settlement, are set out in
the Offer Document available at the webpage of ABG Sundal Collier ASA (subject
to regulatory restrictions in certain jurisdictions):
https://www.abgsc.com/ongoing-transactions/voluntary-offer-in-olav-thon.
The Norwegian Financial Supervisory Authority, in its capacity as takeover
authority, has approved the extension of the acceptance period and reviewed this
stock exchange announcement.
Acceptances of the Offer already received will remain binding and there is no
need for shareholders that have already accepted the Offer to take any further
action to confirm their acceptances.
Advisors:
ABG Sundal Collier ASA is acting as financial advisor to the Offeror and its
affiliates in connection with the Offer. Advokatfirmaet CLP DA is acting as
legal advisor to the Offeror and its affiliates in connection with the Offer.
Contacts:
Arne B. Sperre
Telephone: +47 92 69 76 22
* * *
IMPORTANT INFORMATION
The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions.
When published, the Offer Document and related acceptance forms 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, South Korea and Japan, or any
other jurisdiction in which such would be unlawful. The Offeror does not assume
any responsibility in the event there is a violation by any person of such
restrictions. Persons in the United States should review "Notice to U.S.
Holders" below. 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 for information purposes only and is not a tender offer
document and, as such, is not intended to or does not constitute or form any
part of an offer or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities, or the solicitation
of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.
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.
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 of 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 will be made to U.S. Holders pursuant to Section 14(e) and Regulation
14E under the U.S. Exchange Act, and otherwise in accordance with the
requirements of Norwegian law. Accordingly, the Offer will be subject to
disclosure and other procedural requirements including 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. To the extent that the Offeror discloses any
information about any purchases of Shares or any related securities outside of
the tender offer in Norway, it will publicly disclose the same information in
the United States. The financial advisors to the Offeror 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.