{"header":{"OB_REQUEST_ID":"3bdff1e7-7635-4531-abd6-e006e7684519","result.val":0,"http.code":200,"result.text":"OK"},"data":{"message":{"id":269143,"messageId":269143,"newsId":223744,"title":"Statoil Fuel & Retail ASA - Bookbuilding successfully completed. Shares priced at NOK 39","body":"\n\n\nNOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED\nSTATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE\nDISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.\nPLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.\n\n\nOslo, 21 October 2010: Statoil Fuel & Retail (OSE: SFR) announces the successful\ncompletion  of the  bookbuilding period  for the  initial public offering of its\nshares  (the \"Offering\").  This has  been confirmed  today in an announcement by\nStatoil ASA (\"Statoil\" - OSE: STL). In summary:\n\n  * Statoil to sell 120 million shares in the Offering, representing 40 percent\n    of the shares of Statoil Fuel & Retail.  In addition, the Joint Global\n    Coordinators have over-allotted 18 million shares, representing 15 percent\n    of the Offering size, and exercised their option to borrow 18 million shares\n    from Statoil for the purpose of covering such over-allotment.\n  * Shares to be priced at NOK 39 per share\n  * Offer to raise gross proceeds to Statoil of NOK 4.68 billion pre-over-\n    allotment option\n  * Statoil Fuel & Retail market capitalisation of NOK 11.7 billion based on\n    offer price of NOK 39 per share.\n\n  * Offer was several times oversubscribed\n  * Trading of Statoil Fuel & Retail on Oslo Børs will commence on 22 October\n    2010 on an \"if delivered\" basis\n\n\nApproximately  93 percent  of  the  shares  in  the  Offering  were  allotted to\ninstitutional  investors and  seven percent  of the  shares to  retail investors\n(including employees). Following the Offering, Statoil Fuel & Retail is expected\nto have approximately 5,000 shareholders.\n\n\"We  are pleased to see  the positive reception of  Statoil Fuel & Retail by the\ncapital  market. The  company has  been able  to attract  a broad range of high-\nquality  investors with  a wide  geographical spread.  As a shareholder, we have\nhigh  expectations to the journey which Statoil  Fuel & Retail is embarking upon\nas a listed company,\" says Helge Lund, CEO of Statoil ASA.\n\n \"We  are proud and  excited over the  reception that Statoil  Fuel & Retail has\nbeen  given in the capital market.  Our  objective now is to further enhance our\nfocus  on the fuel  retailing business, with  improved strategic and operational\nflexibility to deliver value to all of our stakeholders,\" says Jacob Schram, CEO\nof Statoil Fuel & Retail ASA.\n\nFollowing  the completion  of the  Offering, Statoil  will own 60 percent of the\nshares of Statoil Fuel & Retail (if the over-allotment option is not exercised),\nor 54 percent if the over-allotment option is exercised in its entirety.\n\nContact:  Karen  Romer,  SVP  Communications,  Statoil  Fuel  & Retail ASA Tel :\n+47 950 74 950\n\nContact:  Geir Bjørnstad,  Investor relations,  Statoil Fuel  & Retail ASA, Tel:\n+47 913 92 345\n\n\nNotes: Allotment and Trading - Details\n\nAllotment\nAllotment  letters will be sent to the  applicants who have been allotted shares\nin  the retail  and employee  offering on  22 October. The  payment date  is 27\nOctober  2010 for  shares  allocated  to  institutional investors and 26 October\n2010 for  shares allocated to retail investors (including employees), as further\ndescribed  in the Prospectus of 6 October 2010. Delivery of shares to investors,\nexpected  to take place on 27 October  2010, is conditional upon correct payment\nas  specified in  the Prospectus  and non-termination  of the Purchase Agreement\nbetween  Statoil, SFR and the institutions acting as Managers in relation to the\nOffering (the \"Purchase Agreement\").\n\nOver-allotment option\nThe  Managers in the Offering have been granted a one-time over-allotment option\nto purchase from Statoil, at the request of the Stabilisation Manager (Citigroup\nGlobal  Markets Limited), up to 18 million shares  at a price per share equal to\nthe  offer price.  The over-allotment  option may  be exercised  solely to cover\nover-allotments in connection with the Offering.\n\nA  separate press release will be  issued by the Stabilisation Manager regarding\nthe over-allotment and stabilisation activities.\n\nTrading in the SFR share\nThrough  the Offering, the  conditions for listing  of SFR's shares  on the Oslo\nStock  Exchange have been fulfilled,  and the shares will  be traded on the Oslo\nStock  Exchange on an \"if delivered\" basis from and including 22 October 2010 to\nand  including 26 October 2010. In accordance with the ordinary settlement cycle\nfor  trades over  the Oslo  Stock Exchange,  trades during  this period  will be\nsettled  on a T+3  basis (T being  the trade date).  Thus, any trade made on 22\nOctober 2010 will be settled on 27 October 2010.\n\nThe  purchase agreement that has been  entered into between Statoil, the Company\nand  the Managers  in the  Offering provides  that the  Joint Bookrunners in the\nOffering may terminate the Purchase Agreement (and thus the Managers' obligation\nto  purchase the offer shares) if prior  to two hours before the commencement of\ntrading  in the  shares on  the Oslo  Stock Exchange  on an \"if delivered\" basis\nthere  has been a material adverse change in the Company's business, properties,\nmanagement,   financial  condition  or  results  of  operation.   The  Managers'\nobligation  under the  Purchase Agreement  is also  subject to the fulfilment of\ncertain  conditions prior to such  time. Unless any such  event should occur and\nthe  Purchase  Agreement  is  terminated  trading  in  the  SFR shares on an \"if\ndelivered\" basis will commence on 22 October 2010.\n\nIn  the period  from and  including 22 October  2010 to and including 26 October\n2010, all  trading in the shares of SFR  will be conditional upon certain \"force\nmajeure\"  events  not  occurring  and  resulting  in termination of the Purchase\nAgreement  by the  Joint Bookrunners.  Pursuant to  the Purchase  Agreement, the\n\"force  majeure\"  events  entitling  the  Managers  to  terminate  the  Purchase\nAgreement are:\n\n(i)  a suspension or  material limitation of  trading in securities generally on\nthe  Oslo  Stock  Exchange,  the  New  York  Stock  Exchange or the London Stock\nExchange; (ii) a general moratorium on commercial banking activities declared by\nany  federal, state, national or local  regulatory authorities in the Kingdom of\nNorway,  the United  States or  the United  Kingdom or  a material disruption in\ncommercial banking or securities settlement or clearance services in the Kingdom\nof  Norway,  the  United  States  or  the  United  Kingdom; (iii) an outbreak or\nescalation  of hostilities or  major acts of  terrorism involving the Kingdom of\nNorway,  the United States or the United Kingdom or a declaration by the Kingdom\nof  Norway, the United States  or the United Kingdom  of a national emergency or\nwar;  or (iv) any other calamity or crisis  the effect of which on the financial\nmarkets  of the Kingdom of  Norway, the United States  or the United Kingdom, in\nthe reasonable judgment of the Joint Bookrunners is material and adverse and, in\nthe case of any of the events specified in clauses (i) through (iv) makes it, in\nthe reasonable judgment of the Joint Bookrunners, impossible to proceed with the\ndelivery  of the  offer shares  and additional  shares on  the terms  and in the\nmanner  contemplated in the Prospectus. Should  the Joint Bookrunners invoke any\nof  the \"force majeure\" provisions  at or prior to  20:00 p.m. CET on 26 October\n2010, any trades in the shares of the Company carried out in the period from 22\nOctober  2010 and, as the case  may be, any settlements  made for trading in the\nshares,  will be cancelled and investors will have no rights to compensation for\nany loss suffered as a result of such cancellation.\n\nUnless  the Purchase  Agreement has  been so  terminated, delivery  of the offer\nshares  to investors being allocated offer shares in the Offering is expected to\ntake place on 27 October 2010.\n\nFor  further information  regarding the  Offering and  listing of  the shares in\nStatoil Fuel & Retail please refer to the Prospectus.\n\n                                      ***\n\n\nThis  press release does not constitute an  offer to sell or the solicitation of\nan offer to buy any securities of SFR.  The securities mentioned herein have not\nbeen,  and will  not be,  registered under  the United  States Securities Act of\n1933, as  amended (the \"Securities Act\")  and may not be  offered or sold in the\nUnited States except pursuant to an exemption from the registration requirements\nof the Securities Act.\n\nSFR  has not authorized any offer to the  public of its securities in any Member\nState of the European Economic Area other than Norway, Sweden and, Denmark. With\nrespect  to each Member State  of the European Economic  Area other than Norway,\nSweden and, Denmark  and which has implemented the Prospectus Directive (each, a\n\"Relevant Member State\"), no action has been undertaken or will be undertaken to\nmake  an offer to  the public of  SFR's securities requiring  a publication of a\nprospectus  in any Relevant Member State. As a result, SFR's securities may only\nbe offered in Relevant Member States:\n\n      (a)        to legal entities which are  authorized or regulated to operate\nin  the financial markets or, if not so authorized or regulated, whose corporate\npurpose is solely to invest in securities;\n\n      (b)        to  any  legal  entity  meeting  two  or  more of the following\ncriteria:  (1) an  average of  at least  250 employees during the last financial\nyear;  (2) a total balance sheet of more than EUR 43 million and (3) an annual net\nturnover  of more than EUR 50 million, as shown in its last annual or consolidated\naccounts;\n\n      (c)        by  the  managers  to  fewer  than 100 natural or legal persons\n(other  than qualified investors as defined in the Prospectus Directive) subject\nto  obtaining prior consent of the Joint Global Coordinators for any such offer;\nor\n\n      (d)        in  any  other  circumstances,  not  requiring SFR to publish a\nprospectus as provide under Article 3(2) of the Prospectus Directive.\n\nFor  the purposes hereof, the  expression an \"offer to  the public of Shares\" in\nany  Relevant Member State means the communication  in any form and by any means\nof sufficient information on the terms of the offer and the Shares to be offered\nso  as to enable an  investor to decide to  purchase any securities, as the same\nmay  be varied in that  Member State by any  measure implementing the Prospectus\nDirective  in that Member State and  the expression \"Prospectus Directive\" means\nDirective  2003/71/EC and  includes  any  relevant  implementing measure in each\nRelevant Member State.\n\nThis  communication is directed solely at persons (i) who are outside the United\nKingdom,   (ii)   who  have  professional  experience  in  matters  relating  to\ninvestments  and who fall  within the meaning  of Article 19(5) of the Financial\nServices and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the\n\"Order\"),  or (iii) who  are high net  worth entities and  other persons to whom\nsuch  communication  may  otherwise  lawfully  be  made  falling  within Article\n49(2)(A) to  (D) of the  Order (all such  persons together being  referred to as\n\"Relevant  Persons\"). This communication  must not be  acted on or  relied on by\npersons  who are not Relevant Persons.  Any investment or investment activity to\nwhich  this communication relates is available only to Relevant Persons and will\nbe   engaged   in   only   with  Relevant  Persons.  Persons  distributing  this\ncommunication must satisfy themselves that it is lawful to do so.\n\nIn   connection  with  the  Offering,  Citigroup  Global  Markets  Limited  (the\n\"Stabilising  Manager\") (or persons acting on behalf of the Stabilising Manager)\nmay  over-allot  shares  or  effect  transactions  with a view to supporting the\nmarket  price of the  shares at a  level higher than  that which might otherwise\nprevail. However, there is no assurance that the Stabilising Manager (or persons\nacting  on  behalf  of  the  Stabilising  Manager)  will undertake stabilization\naction.  Any  stabilization  action  may  begin  on  or  after the date on which\nadequate  public disclosure  of the  final price  of the  shares is made and, if\nbegun,  may be ended  at any time,  but it must  end no later than 30 days after\nallotment of the shares.\n\nMatters  discussed in  this document  may constitute forward-looking statements.\nThese  forward-looking statements are based  upon various assumptions.  Although\nwe  believe that these assumptions were  reasonable when made, these assumptions\nare  inherently subject to  significant known and  unknown risks, uncertainties,\ncontingencies  and other important  factors that are  difficult or impossible to\npredict  and are beyond  our control.  Such  risks, uncertainties, contingencies\nand  other important factors could cause  the actual events to differ materially\nfrom  those  expressed  or  implied  by  such  forward-looking  statements.   No\nrepresentation is made that any of these forward-looking statements will come to\npass  and you  are cautioned  not to  place any  undue influence on any forward-\nlooking  statement.  Each of  Statoil ASA, SFR,  the Joint Bookrunners and their\nrespective  affiliates  expressly  disclaims  any  obligation  or undertaking to\nupdate,  review  or  revise  any  forward  looking  statement  contained in this\nannouncement  whether as  a result  of new  information, future  developments or\notherwise.\n\nAny  purchase of ordinary  shares in the  Offering should be  made solely on the\nbasis  of the information contained in the  final prospectus to be issued by SFR\nin  connection with  the Offering.  No reliance  may or  should be placed by any\nperson  for  any  purposes  whatsoever  on  the  information  contained  in this\nannouncement  or on its  completeness, accuracy or  fairness. The information in\nthis announcement is subject to change.\n\nThe  Joint Bookrunners are acting exclusively for SFR and Statoil ASA and no-one\nelse  in connection with the Offering. They  will not regard any other person as\ntheir respective clients in relation to the Offering and will not be responsible\nto  anyone other than SFR and Statoil ASA for providing the protections afforded\nto  their  respective  clients,  nor  for  providing  advice  in relation to the\nOffering,  the contents of this announcement  or any transaction, arrangement or\nother matter referred to herein.\n\nNone  of the Joint  Bookrunners or any  of their respective directors, officers,\nemployees, advisers or agents accepts any responsibility or liability whatsoever\nfor/or  makes  any  representation  or  warranty,  express or implied, as to the\ntruth,  accuracy or  completeness of  the information  in this  announcement (or\nwhether  any information  has been  omitted from  the announcement) or any other\ninformation  relating to SFR, its  subsidiaries or associated companies, whether\nwritten,  oral or in a  visual or electronic form,  and howsoever transmitted or\nmade  available or for any loss howsoever  arising from any use of announcement\nor its contents or otherwise arising in connection therewith.\n\nIn  connection  with  the  Offering,  the  Joint  Bookrunners  and  any of their\naffiliates,  acting as  investors for  their own  accounts, may subscribe for or\npurchase  ordinary shares and in that capacity may retain, purchase, sell, offer\nto  sell or otherwise  deal for their  own accounts in  such ordinary shares and\nother  securities of SFR or related  investments in connection with the Offering\nor  otherwise. Accordingly, references in the prospectus, once published, to the\nordinary shares being issued, offered, subscribed, acquired, placed or otherwise\ndealt  in should be  read as including  any issue or  offer to, or subscription,\nacquisition,  placing  or  dealing  by,  the  Joint Bookrunners and any of their\naffiliates acting as investors for their own accounts.  The Joint Bookrunners do\nnot  intend  to  disclose  the  extent  of  any  such investment or transactions\notherwise than in accordance with any legal or regulatory obligations to do so.\nThis information is subject of the disclosure requirements acc. to §5-12 vphl\n(Norwegian Securities Trading Act)\n\n\n[HUG#1454241]\n\n\n\n    ","category":[{"id":1005,"category_no":"INNSIDEINFORMASJON","category_en":"INSIDE INFORMATION"}],"markets":["XOSL"],"issuerId":11206,"correctionForMessageId":0,"correctedByMessageId":0,"issuerSign":"SFR","issuerName":"Statoil Fuel & Retail ASA","instrId":0,"instrumentName":"","instrumentFullName":"","publishedTime":"2010-10-21T19:05:16.857Z","test":false,"numbAttachments":0,"attachments":[],"clientAnnouncementId":"61335996-6906-4DCC-81F7-6635289A84E8","infoRequired":1,"oamMandatory":1}}}