Point Resources Holding AS ("PRH") is the investment holding company
consolidating the interests of various funds and co-investment vehicles (the
"Funds") managed or advised by HitecVision Advisory AS ("HitecVision") in the
publicly listed company Vår Energi ASA (OSE: VAR) ("Vår Energi" or the
"Company"). PRH is currently the second largest shareholder in Vår Energi owning
359,459,678 shares (the "PRH Shares"), representing approximately 14.4% of the
outstanding shares and votes in the company.
As announced on 10 August 2022, HitecVision has initiated a restructuring of the
Funds' respective interests in the Company. A final decision has now been made
to implement the restructuring.
Pursuant to the restructuring, PRH will be finally liquidated and the shares in
Vår Energi will be held by a new holding vehicle, SpringPoint Holding II AS
("SPH II"). SPH II is indirectly, through SpringPoint Holding Limited,
wholly-owned and controlled by HitecVision SpringPoint, L.P. ("SpringPoint"), an
investment vehicle managed by HitecVision. Immediately upon completion of the
restructuring, the investors in the Funds will continue their indirect
investment in Vår Energi through SpringPoint in the same proportion as their
respective current interests in Vår Energi.
As part of the restructuring, an estimated 30,070,976 of the PRH Shares,
representing approximately 1.2% of the outstanding shares and votes in Vår
Energi, will be transferred to certain minority investors (mainly former
management and employees of companies now forming part of Vår Energi who are
also minority investors in PRH). Accordingly, following completion of the
restructuring, SPH II will hold an estimated 329,388,702 shares representing
approximately 13.2% of the outstanding shares and votes in Vår Energi. SPH II
will not hold other shares or rights to shares in Vår Energi. The exact number
of PRH Shares that will be transferred to minority investors and to SPH II,
respectively, may differ slightly from the above numbers and will be determined
within the near future and an updated disclosure made once finally determined.
SpringPoint will be managed by HitecVision and enable HitecVision to continue to
remain actively committed to Vår Energi for a longer period than if PRH had
remained a shareholder.
The restructuring is expected to be completed towards end of October 2023. As
previously announced, the lock-up agreement over shares in Vår Energi agreed in
connection with the sale of shares in Vår Energi by PRH announced on 22
September 2023 will be continued as commitments for the new holders of the
shares following completion of a restructuring. Further, with respect to the PRH
Shares that will be transferred to SPH II, the pledge over such shares disclosed
on 14 October 2022 will be continued with SPH II as new pledgor.
HitecVision is represented on the Board of Directors of the Company, and PRH and
SPH II is a close associate to Ove Gusevik, board member and primary insider in
Vår Energi. A PDMR notice will be published when the exact number of PRH Shares
to be transferred to SPH II is determined. Following completion of the
restructuring HitecVision will continue to have representation on Vår Energi's
board of directors.
This disclosure is made pursuant to section 4-2 of the Norwegian Securities
Trading Act.
13 October 2023