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Disclosure of large shareholding - rights to shares
Oslo, 2 November 2021 - Reference is made to the announcements on 6 October 2021 and the offer document dated 5 October 2021 (the "Offer Document") for the recommended voluntary offer (the "Offer") by Octopus Bidco AS (the "Offeror"), a company indirectly wholly owned by funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates ("KKR") for all outstanding shares in Ocean Yield ASA (the "Company") against a consideration in cash of NOK 41.00 per share as adjusted in accordance with the terms of the Offer.
Following fulfilment of the conditions as further detailed in the Offer Document for i) 61.65 per cent minimum acceptance and ii) regulatory approvals as announced 6 and 12 October 2021, respectively, the remaining conditions for completion of the Offer may be waived by the Offeror fully or partly at the Offeror's sole discretion, however so that the condition requiring no governmental interference may not be waived except by agreement in writing between the Offeror and the Company. None of the conditions that refer to events that shall not occur have, to the Offeror's knowledge, occurred. 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. Shareholders that want to accept the Offer must fill out and return the acceptance form which is included in the Offer Document by CET 16:30 hours on 5 November 2021 (subject to extension).
The Offeror has today received acceptances for 220,579 shares in the Offer and the Offeror has during the offer period received acceptances for a total of 117,005,976 shares, equivalent to 66.75% of the shares and votes in the Company on a fully diluted basis.
In consequence, the Offeror has crossed the reportable threshold of 2/3 of the rights to the shares and votes in the Company. Subject to completion of the Offer, the Offeror, will acquire the shares and voting rights in the Company no later than 17 Business Days after the date on which the Offeror has announced that closing conditions in the Offer have been met and/or waived (as applicable).
The full chain of controlled undertakings for the Offeror is displayed by the attached legal chart.
This announcement is made pursuant to section 4-2 of the Norwegian Securities Trading Act.
KKR is a leading global investment firm with approximately USD 429 billion in assets under management as of June 2021 and has a 45-year history of leadership, innovation and investment excellence. In the past 15 years, KKR has grown by expanding its geographical presence and building businesses in new sectors, such as credit, special situations, equity strategies, hedge fund solutions, capital markets, infrastructure, energy and real estate. KKR's new efforts are based on its core principles and industry expertise, allowing it to leverage the intellectual capital and synergies across its businesses, as well as to capitalize on a broader range of opportunities.
KKR has significant experience and deep roots in infrastructure investing. KKR Infrastructure currently manages over USD 38 billion and has made 52 investments globally over the last 13 years.
KKR believes that the thoughtful management of environmental, social, and governance (ESG) issues are an essential part of long-term success in a rapidly changing world. KKR was one of the first major alternative assets investors to sign the United Nations-backed Principles for Responsible Investment (PRI) in 2009, and KKR's Responsible Investment Policy (2020) articulates its approach to integrating the consideration of ESG risks and value creation opportunities into investment processes globally.
References to KKR's investments in this announcement may include the activities of its sponsored funds and insurance subsidiaries.
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 is 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, is 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 is made by the Offeror and no one else.
The Offer is made to U.S. Holders pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act as a "Tier II" tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer is
subject to disclosure and other procedural requirements, including with respect to the offer 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. In addition, 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.