NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR
RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT
NOTICE AT THE END OF THE STOCK EXCHANGE RELEASE.
An extraordinary general meeting of Oppstartsfase I ASA (to be renamed Wilh. Wilhelmsen
ASA) (the “Company”) was held on 28 May 2010.
Further to the stock exchange of 28 May 2010 in which the Board of Directors announced
the final terms of the global offering, the Extraordinary General Meeting of WW ASA
passed a resolution to increase the share capital of the company with minimum NOK
36,571,400 and maximum NOK 127,934,000 through the issue of minimum 36,571,400and
maximum 127,934,000 new shares to be issued in the global offering.
The general meeting also resolved to split the company’s shares in the ratio 1:100 to a
nominal value of NOK 1 and to grant an authorisation to the Board of Directors to
increase the share capital of the company.
The (corrected) minutes from the extraordinary general meeting are enclosed hereto.
The contents of this announcement have been prepared by and are the sole responsibility
of the Company. The Joint Global Co-ordinators and Bookrunners and the Joint Lead
Managers and Co-Bookrunners are acting exclusively for the Company and no one else and
will not be responsible to anyone other than the Company for providing the protections
afforded to their respective clients, or for advice in relation to the contemplated
Global Offering, the contents of this announcement or any of the matters referred to
The Global Offering and the distribution of this announcement and other information in
connection with the Global Offering may be restricted by law in certain jurisdictions.
The Company assumes no responsibility in the event there is a violation by any person of
such restrictions. Persons into whose possession this announcement or such other
information should come are required to inform themselves about and to observe any such
restrictions. This announcement may not be used for, or in connection with, and does not
constitute, any offer of securities for sale in the United States or in any other
jurisdiction. The Global Offering will not be made in any jurisdiction or in any
circumstances in which such offer or solicitation would be unlawful.
This announcement is not for distribution, directly or indirectly in or into any
jurisdiction in which it is unlawful to make any such offer or solicitation to such
person or where prior registration or approval is required for that purpose. No steps
have been taken or will be taken relating to the Global Offering in any jurisdiction
outside of Norway in which such steps would be required. Neither the publication and/or
delivery of this announcement shall under any circumstances imply that there has been no
change in the affairs of the Company or that the information contained herein is correct
as of any date subsequent to the earlier of the date hereof and any earlier specified
date with respect to such information.
Securities may not be offered or sold in the United States absent registration or an
exemption from registration. The Offer Shares offered in the Global Offering have not
been and will not be registered under the United States Securities Act of 1933, as
amended (the “US Securities Act”) or with any securities regulatory authority of any
state or other jurisdiction of the United States, and may not be offered or sold within
the United States, except in transactions exempt from registration under the US
Securities Act, or in any other jurisdiction in which it would not be permissible to
offer or sell such Offer Shares. All offers and sales outside the United States will be
made in reliance on Regulation S under the US Securities Act.
This document does not constitute an offering circular or prospectus in connection with
an offering of securities of the Company. Investors must neither accept any offer for,
nor acquire, any securities to which this document refers, unless they do so on the
basis of the information contained in the prospectus to be published by the Company.
This document does not constitute an offer to sell, or the solicitation of an offer to
buy or subscribe for, any securities and cannot be relied on for any investment contract
This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian
Securities Trading Act)
EGM Minutes 200510 (Norwegian) http://hugin.info/143231/R/1420260/369882.pdf EGM
Minutes 280510 http://hugin.info/143231/R/1420260/369881.pdf