Over-Allotment and Stabilization Activities

by polarcus on 29-Sep-09 22:19

Reference is made to the stock exchange notice published by Polarcus Limited on 28 September 2009 at 07.30 CET regarding the Initial Public Offering of Polarcus (the "IPO"). In connection with the IPO 24,208,111 shares were allotted under an over-allotment facility granted by the Company to the Managers, ABG Sundal Collier Norge ASA and SEB Enskilda AS. ABG Sundal Collier Norge ASA acts as over-allotment and stabilisation manager (the "Stabilisation Manager") on behalf of the Managers.

 

Polarcus Limited has in connection with the IPO and the over-allotment facility granted the Stabilisation Manager an over-allotment option pursuant to which the Stabilisation Manager may acquire up to 24,208,111 shares at the established offering price of NOK 4.50 per share. This option may be used only for the purpose of closing out any net short position established under the over-allotment facility. The over-allotment option may be exercised at any time during a 30 calendar day period starting on the first day of trading of the Polarcus Limited shares at Oslo Axess. Any exercise of the over-allotment option will be promptly announced by the Stabilisation Manager through the information system of Oslo Børs.

 

As described in section 4.12 of the Prospectus issued by Polarcus Limited in respect of the share offering, the Stabilisation Manager has entered into an agreement with certain major shareholders pursuant to which the Stabilisation Manager has borrowed 24,208,111 shares from these shareholders which equals the number of shares allotted under the over-allotment facility. Pursuant to a stabilisation agreement with the Company, the Stabilisation Manager may effect transactions with a view to stabilising the market price of Polarcus Limited`s shares at a level higher than what might otherwise prevail. There is, however, no obligation on the Stabilisation Manager to do so and stabilisation may be stopped at any time. Stabilisation transactions may be undertaken from the opening of trading on Oslo Axess on Wednesday 30 September 2009 until the end of trading 30 October 2009. For further details see Section 4.13 of the Prospectus.

 

Any stabilisation activities will be conducted in accordance with Norwegian Securities Trading Act.

 

Section 3-12 and ancillary regulations regarding exemptions for buy-back programs and stabilisation of financial instruments.

 

For further details regarding the share offering, reference is made to the stock exchange notice published by Polarcus Limited on 28 September 2009.