Reference is made to the stock exchange announcement published by Spir Group ASA
(the "Spir") on 27 February 2026 regarding completion of the recommended
voluntary offer for all shares in Spir, (the "Offer"). Following settlement of
the Offer, Bidco Clover AS (the "Bidder") has acquired and holds a total of
120,107,740 shares in Spir, equivalent to approximately 90.34% of the share
capital and the voting rights in Spir.
The Board of Directors of the Bidder has resolved, effective from after close of
trading on Euronext Oslo Børs today, 2 March 2026, to carry out a compulsory
acquisition of all remaining shares in Spir not owned by the Bidder, pursuant to
section 4-25 of the Norwegian Public Limited Liability Companies Act and section
6-22 of the Norwegian Securities Trading Act. Consequently, the Bidder has
assumed ownership of 100% of the shares in Spir as of today. The offered price
in the compulsory acquisition is NOK 8.567, which corresponds to the offer price
in the Offer (the "Redemption Price").
The Bidder has obtained a statutory guarantee for the settlement under the
compulsory acquisition in accordance with section 6-22 (3) no. 3 of the
Norwegian Securities Trading Act. Any objections to, or rejection of, the
offered Redemption Price must be received at the latest on 2 May 2026. Former
shareholders of Spir who do not object to, or reject, the offered Redemption
Price within this deadline will be deemed to have accepted the offered
Redemption Price.
Settlement of the Redemption Price is expected to occur no later than 18 May
2026. A notice regarding the compulsory acquisition will be sent to all former
shareholders subject to the compulsory acquisition whose addresses are known. In
addition, the compulsory acquisition will be announced through the electronic
notice service of the Norwegian Register of Business Enterprises.
As a consequence of the compulsory acquisition, the Bidder will pursue a
delisting of Spir's shares from Euronext Oslo Børs. A separate stock exchange
announcement will be published in this regard.
ADVISERS
Nordea Bank Abp, filial i Norge is acting as sole financial advisor and
receiving agent and AGP Advokater AS is acting as legal advisor to the Bidder.
Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal advisor to the Company.
MEDIA CONTACTS
Spir Group: Rolv Erik Ryssdal, Chairperson. Email: rolv.erik.r@gmail.com, Tel:
+47 91 60 02 00
Bidder: Christian Breddam, CEO Karbon Invest AS. Email:
Christian.breddam@karbon.no, Tel +47 93 94 93 93