Constellation Oil Services Holding S.A.: Contemplated retail secondary offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Clarksons Securities AS and DNB Carnegie, a part of DNB Bank ASA (jointly the "Managers") have been retained by Constellation Oil Services Holding S.A. (the "Company") in connection with the contemplated uplisting of the Company to Oslo Børs.
To satisfy the listing requirement of more than 500 shareholders on Oslo Børs, the Managers will conduct a retail secondary offering of existing Norwegian depositary receipts in the Company that will result in sale proceeds of up to the NOK equivalent of EUR 1 million (the "Sale Securities") directed to the public in Norway, Sweden, Denmark and Finland via the Managers and Nordnet Bank AB ("Nordnet").
The price to be paid for each Sale Security in the Offering (the "Offer Price") will be the NOK amount equal to a 7% discount to the volume-weighted average price of the Norwegian depositary receipts (reflecting the underlying shares in the Company) on Euronext Growth Oslo during the Application Period, i.e. the three trading days during the period from 21 April 2026 to 23 April 2026 – subject to potential extension. The final Offer Price will be rounded down to the nearest one decimal. The final Offer Price will be announced in connection with the publication of the results of the Offering post close of the Application Period on or about 23 April 2026. Accordingly, the total number of Sale Securities to be sold in the Offering will be determined by the Managers following the end of the Application Period.
The Offering will be directed towards retail investors in Norway, Sweden, Denmark and Finland, in each case subject to and in compliance with applicable exemptions from prospectus requirements, any other filing or registration requirements, and subject to other selling restrictions. The Offering will have a minimum subscription and allocation of NOK 10,500 and a maximum subscription of NOK 1,100,000.
The application period for the Offering commences on 21 April 2026 at 09:00 CEST and closes at 16:30 CEST on 23 April 2026 (the “Application Period”), unless shortened or extended. Applications made through the webservices of Nordnet must be registered by 16:30 CEST on 23 April 2026.
Please use the following links to apply for Sale Securities: www.clarksons.com/financial/securities/investment-banking, www.dnb.no/emisjoner and https://www.nordnet.no/aksjer/ipo-emisjon (the transaction will appear when the Application Period for the Offering is live, expected in approx. 15 minutes from the time of this announcement). The Managers may, at their sole discretion, resolve to extend the Application Period at any time and for any reason on short notice or without notice. If the Application Period is extended, any other dates referred to herein may be amended accordingly.
The Company will not receive any proceeds from the Offering. The Managers reserve the right to cancel the Offering at any time and for any reason. Neither the Managers nor any of their directors, officers, employees, representatives, or advisors will be liable for any losses incurred by applicants if the Offering is cancelled, irrespective of the reason for such cancellation.
Allocation of Sale Securities will be determined by the Managers, at their sole discretion, following the expiry of the Application Period. The Managers reserve the right to reject and/or reduce any orders, in whole or in part. The Offering will in any case be limited to a maximum of the NOK equivalent of EUR 1 million. Allocations will be reduced should demand exceed this limit.
The Sale Securities delivered to the investors are expected to be tradable on Euronext Growth Oslo on or about 30 April 2026.
Each applicant in the Offering accepts the following by placing an application through Nordnet’s platform: an investment in the Sale Securities is made solely at the applicant’s own risk and is based on the applicant’s own assessment of the Company and the Sale Securities. An investment in the Sale Securities is only suitable for investors who can afford to lose the invested amount. No prospectus or other document providing a similar level of disclosure has been prepared in connection with the Offering.
Clarksons Securities AS and DNB Carnegie, a part of DNB Bank ASA are acting as Managers in the Offering.
For further information about the Offering, please contact:
Clarksons Securities: +47 22 01 63 00
DNB Carnegie: +47 24 16 90 20
IMPORTANT INFORMATION
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities in the Company.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Accordingly, this announcement is not for public release, publication or distribution, directly or indirectly, in or into, among others, the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Hong Kong, South Africa or Japan. Persons into whose possession this announcement or such other information should come, are required to inform themselves about and to observe any such restrictions. Persons distributing this announcement must satisfy themselves that it is lawful to do so.
This communication is only addressed to and is only directed at retail investors in Norway, Sweden, Denmark and Finland who can receive the offer without an approved prospectus pursuant to applicable exemptions under the Prospectus Regulation. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129, as amended, together with any applicable implementing measures in any EEA Member State.
The securities referred to in this announcement are subject to restrictions on transferability and resale in certain jurisdictions, and may not be transferred or resold except as permitted under applicable securities laws and regulations. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws.
Participation in the Offering is available only to retail investors in Norway, Sweden, Denmark and Finland, and no other persons shall be entitled to participate in the Offering. The issue, subscription or purchase of shares or other financial instruments in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither of the Managers assumes any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The securities referred to in this announcement will be offered on the basis of publicly available information only and on the terms and subject to the conditions of the Offering. The Offering may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Offering will occur.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.