Borgestad ASA: Initiation of offer to buy back own shares
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS COMMUNICATION.
Lysaker, 27 May 2026: Borgestad ASA (the "Company") hereby launches an offer to buy back existing shares in the Company for a total consideration of up to NOK 1,530,000 (the "Offer"). The purpose of the Offer is to meet obligations arising from the Company's incentive programs.
The Company has mandated Arctic Securities AS (the "Manager") to assist with the Offer.
The Offer will be conducted as a reverse bookbuilding process in which all shareholders, subject to the restrictions set out herein, are invited to submit sales offers for desired volume(s) and desired price(s) defined by the respective selling shareholder.
The final purchase price per share will be set based on the sales orders received at a level representing a satisfactory price and offer volume (to be determined by the Company at its sole discretion). The final purchase price will be identical for all selling shareholders.
The application period for tendering shares in the Offer commences today, 27 May 2026, at 09:00 hours (CEST) and is expected to close at 16:30 hours (CEST) on 1 June 2026 (the "Application Period"). Notification of allocation and pricing is expected to be made on 2 June 2026 (T), and settlement is expected to take place on or about 3 June 2026 (T+2) on a normal delivery versus payment basis (DVP).
The Company may, at its sole discretion, extend or shorten the Application Period at any time and for any reason without or on short notice. If the Application Period is extended or shortened, the other dates referred to herein might be changed accordingly.
Existing shareholders in the Company wishing to sell shares in the Offer can contact the Manager at +47 22 93 72 37 in order to place a sales order before the end of the Application Period. Existing shareholders in the Company who would like to participate in the Offer and who are not registered as clients of the Manager must establish a client relationship with the Manager before participating.
In the event that the total volume offered by selling shareholders in the Offer exceeds the final offer size at or below the final purchase price, the allocation will, to the extent possible, be made on a pro rata basis based on the volume offered by each selling shareholder, with the objective of treating all shareholders equally based on their indicated interest in participating in the Offer at or below the final purchase price. The selling shareholders will be bound to sell up to the offered number of shares on the offered terms if and at such time the offer is accepted by the Company, irrespective of whether the Company decides to purchase a lower number of shares from a selling shareholder than offered for sale by the respective shareholder.
The Company reserves the right to, at its sole discretion, accept any volume up to an accepted price, or to reject all received offers in the Offer. The Company may further, at its sole discretion, amend, terminate or withdraw the Offer at any time until the time of completion of the Offer.
The Company has a total of 35,062,072 shares issued. Prior to the Offer, the Company does not hold any own shares.
The Offer is launched, and repurchases are made, in accordance with the authorization granted to the board of director by the Company's general meeting held on 22 May 2026.
For further information, please contact:
Pål Feen Larsen, CEO of Borgestad ASA Tel.: +47 48 84 53 33
This stock exchange announcement is published in accordance with section 5-12 the Norwegian Securities Trading Act.
---
About Borgestad| www.borgestad.no Borgestad ASA (OSE:BOR) is an investment company focused on real estate and industry. The key investments include Agora Bytom shopping center and the leading refractory manufacturer Höganäs Borgestad.
About Höganäs Borgestad | www.hoganasborgestad.com Höganäs Borgestad develops, manufactures and delivers refractory products, installations and turnkey solutions that enhance the productivity and competitiveness of industrial customers. The aim is to contribute to the customers' profitability by providing high-value refractory solutions to their challenges.
IMPORTANT NOTICE
The Offer will be carried out in accordance with applicable laws and regulations and information pertaining to the Offer will be disclosed by way of stock exchange notices.
The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions (including, but not limited to, the United States, Canada, Australia and Japan). None of the Company or the Manger assume any responsibility in the event there is a violation by any person of such restrictions. This includes shareholders who have changed their domicile to such jurisdictions but which may access their ES-OSL accounts. Persons into whose possession this announcement or relevant information should come are required to inform themselves about and to observe any such restrictions.
The Offer is not being made directly or indirectly in, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America, its territories and possessions, any State of the United States and the District of Columbia (the "United States") or any other jurisdiction in which this would be unlawful, require registration or other measures. This includes, but is not limited to, facsimile transmission, internet delivery, e-mail and telephones. Copies of this release and any related documents are not being, and must not be, mailed, e-mailed or otherwise distributed or sent in or into the United States or any such jurisdiction and so doing may invalidate any purported offer and acceptance.