Norske Skogindustrier ASA - Mandatory notification of trade and disclosure of shareholding

2017-07-19

Funds under the management of GSO Capital Partners LP (together, "GSO"), a limited partnership controlled by The Blackstone Group L.P. have on 18 July 2017 sold 2,000,000 shares of Norske Skogindustrier ASA (the "Company" or "Norske Skog") at a net price of NOK 0.52 per share.

After the transaction, GSO owns 46,075,482 shares, equivalent to 16.51%of the issued share capital and voting rights in Norske Skog.

This notification is made pursuant to Section 4-2 and 4-3 of the Norwegian Securities Trading Act. GSO is represented on the board of directors of Norske Skog.

For further information, please contact:

Andrew Dowler Blackstone +44 207 451 4275

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Norske Skogindustrier ASA - Mandatory notification of trade and disclosure of shareholding

2017-07-18

Funds under the management of GSO Capital Partners LP (together, "GSO"), a limited partnership controlled by The Blackstone Group L.P. have on 17 July 2017 sold 4,851,780 shares of Norske Skogindustrier ASA (the "Company" or "Norske Skog") at a net price of NOK 0.53 per share.

After the transaction, GSO owns 48,075,482 shares, equivalent to 17.23% of the issued share capital and voting rights in Norske Skog.

This notification is made pursuant to Section 4-2 and 4-3 of the Norwegian Securities Trading Act. GSO is represented on the board of directors of Norske Skog.

For further information, please contact:

Andrew Dowler Blackstone +44 207 451 4275

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Norske Skog: Status of recapitalization and trading update

2017-07-14

Norske Skog has received a jointly supported transaction proposal from an ad hoc committee representing the majority of the holders of the EUR 290 million Senior Secured Notes due in 2019 (the "SSNs") and the holders of the EUR 100 million Norwegian Securitization Facility (the "NSF"). The company has also received various alternative recapitalization proposals from other key stakeholders. Norske Skog will facilitate discussions among the different stakeholder groups over the near term, with a view to achieving a consensual implementation of a recapitalization transaction.

Norske Skog has been using the period since the announcement of the exchange offers and consent solicitations on 2 June 2017, including the 30-day grace periods currently in effect for the SSNs and the NSF, to engage in discussions with various stakeholders. In these discussions, Norske Skog has amongst others received a jointly supported proposal from an ad hoc committee (AHC) representing the majority of the holders of the SSNs (the "SSN AHC") and the holders of the NSF, who also have major holdings in the 2026 Notes, the 2115 Perpetual Notes and the share capital of Norske Skog. The company has also received a proposal from an ad hoc committee representing the Existing Exchange Notes due in 2021 and 2023. Both of these proposals meet the key objectives that Norske Skog has set for a recapitalization transaction, being to equitize all unsecured debt to improve the equity, reduce the cash interests of the group and improve the terms and extend the maturity of the senior secured debt.

- "The purpose of the recapitalization process is to establish a sustainable balance sheet, which will provide a solid platform for our competitive business units and new growth initiatives. The proposals set forth by major investor groups are important contributions to achieve a substantial reduction in the total debt and annual interest payments for the group. The board will now facilitate discussions for stakeholders across the capital structure. Given the book equity and the large debt burden of the company, I am optimistic that the key stakeholders will bridge their differences and reach a consensual agreement," said Mr. Henrik A. Christensen, chairman of the board of Norske Skog.

The terms of the jointly supported proposal from the SSN AHC and the NSF holders provide for the SSNs to be exchanged above par at 105,875% and for the NSF to be exchanged at par into a new EUR 350 million senior secured notes instrument and, in exchange for equitizing the secured debt exceeding the new EUR 350 million instrument, receiving 75% of the share capital of Norske Skog following the transaction. The remaining 25% of the share capital is to be allocated to other stakeholders, with 15% for the Existing Exchange Notes 2021/2023, 5% for the 2026 Notes, 2033 Notes and the 2115 Perpetual Notes, and 5% for the existing shareholders.

The terms of an alternative proposal from the ad hoc committee of the Existing Exchange Notes due in 2021 (EUR 148 million) and 2023 (USD 61 million) provide for the SSNs to be reinstated at 102% of par and for the NSF to be reinstated at par, and for the Existing Exchange Notes due 2021 and 2023 to be fully equitized in exchange for 85% of the share capital of Norske Skog following the transaction. The remaining 15% is to be allocated among the 2026 Notes, the 2033 Notes, the 2115 Perpetual Notes and the existing shareholders.

Norske Skog has entered into a standstill agreement with the SSN AHC, pursuant to which these SSN AHC will provide that an enforcement is not made under the SSNs due to non-payment of interest. As part of the recent discussions, the SSN AHG has also expressed willingness to provide, if required, a liquidity facility to contribute to the stability of the operating business of the Norske Skog group through the ongoing recapitalization process.

- "A standstill agreement is the only viable option for the time being for Norske Skog, taking into account that there are movements among key stakeholder groups to find a sustainable debt solution for Norske Skog," said Mr. Henrik A Christensen, chairman of the board of Norske Skog.

Trading update On 12 July 2017, the reporting date for the interim financial statements for the second quarter was extended to 23 August 2017 due to the ongoing recapitalization process. Set forth below is a trading update based on preliminary financial information for the second quarter currently available to the company.

Revenue increased to NOK 2 848 million in the second quarter, from NOK 2 693 million in the previous quarter, reflecting somewhat higher sales volumes and depreciation of the Norwegian krone against the major currencies. Gross operating earnings were supported by normal production in Australasia following a disruption at Boyer in the first quarter. Europe was, however, negatively impacted by higher recovered paper prices and maintenance stops. In total, gross operating earnings increased to NOK 190 million in the second quarter, from NOK 158 million in the first quarter.

Group equity declined from NOK 39 million in the first quarter to negative NOK 567 million at the end of the second quarter, reflecting a loss for the period. Depreciation charges, a negative currency effect with a weaker Norwegian krone and interest costs contributed to the loss. The market situation of the Malaysian Newsprint Industries (MNI), in which Norske Skog holds 1/3 of the shares, has deteriorated due to operational challenges, higher recovered paper prices and continued low Asian newsprint prices. An impairment of the value of the investment will be recognized in the second quarter accounts.

Cash and cash equivalents amounted to NOK 496 million at the end of the second quarter. The cash position was impacted by delayed interest payments of NOK 211 million. Around NOK 250 million of the cash and cash equivalents are restricted, and group operations continues to require around NOK 200 million in order to address intra month working capital fluctuations.

- "In 2017, we continue the efforts to make our units more competitive and robust through efficiency work and cost reductions, while also realizing new growth initiatives. A comprehensive cost reduction program, aiming to improve the operating margins, has been initiated. The current capital structure of the group makes it challenging to fulfil our 2020 growth initiatives. A resolution of the capital structure will make it possible to accelerate these initiatives and provide our competitive mills with the sustainable platform they deserve," says Lars P.S. Sperre, CEO of Norske Skog.

This information is not for distribution in the United States and is subject of the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.

Norske Skog Communications and Public Affairs

For further information:

Norske Skog media: Vice President Corporate Communication Carsten Dybevig Mob: +47 917 63 117 Twitter: @Norske_Skog Norske Skog financial markets: Vice President Investor Relations Tom Rogn Mob: +47 948 55 659

This press release may include projections and other "forward- looking" statements within the meaning of applicable securities laws. Any such projections or statements reflect the current views of Norske Skogindustrier ASA or its subsidiaries ("Norske Skog") about further events and financial performance. Although Norske Skog believes that these views and assumptions are reasonable, the statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. No assurances can be given that such events or performance will occur as projected and actual results may differ materially from these projections.

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any securities in the Unites States, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. Nothing herein shall be taken as constituting the giving of investment advice and this press release is not intended to provide, and must not be taken as, the basis of any decision and should not be considered as a recommendation to acquire any securities of Norske Skog. The securities have not been and will not be registered under the Securities Act of 1933 (the "Securities Act"). The securities may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer and that will contain detailed information about the company and management, as well as financial statements. This press release is being issued pursuant to and in accordance with Rule 135e under the Securities Act.

In member states of the European Economic Area, this press release (and any offer of the securities referred to herein if made subsequently) is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive.

This press release is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) in connection with the issue or sale of any notes may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

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Financial calendar

2017-07-12

Financial calendar for Norske Skogindustrier ASA

FINANCIAL YEAR 2017

23.08.2017 - Half-yearly Report 19.10.2017 - Quarterly Report - Q3 08.02.2018 - Quarterly Report - Q4

The publication of the second quarter report was postponed due to the significant uncertainty inherent in the ongoing recapitalization process. See press release published earlier today.

This information is published pursuant to the requirements set out in the Continuing obligations.

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Norske Skog extends exchange offer deadline and postpones quarterly report

2017-07-12

The Board of Norske Skogindustrier ASA has decided to extend the consent deadline for the ongoing recapitalization transaction and to postpone the publication of the second quarter financial report from 13 July until 23 August.

The consent deadline has been extended from 12 July until 31 July 2017 (at 23:59 New York time). Norske Skog will use the period prior to the new expiration deadline to continue discussions with various creditors regarding its ongoing efforts to achieve the transactions contemplated by the exchange offer and consent solicitation memorandum. The Parent's Board of Directors will continue to follow and evaluate the situation thoroughly during such period.

The publication of the second quarter report was postponed due to the significant uncertainty inherent in the ongoing recapitalization process.

- The recapitalization process is challenging, as we knew it would be, but we are still in constructive discussions with the various stakeholders and believe that the extension of the deadline will improve the chances of reaching a solution. As we have previously made clear, our firm opinion is that only less beneficial alternatives to a consensual solution exist. Norske Skog has competitive business units, but the debt burden is not sustainable," said Mr. Lars P.S. Sperre, President and CEO of Norske Skog.

This information is not for distribution in the United States and is subject of the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.

Norske Skog Communications and Public Affairs

For further information:

Norske Skog media: Vice President Corporate Communication Carsten Dybevig Mob: +47 917 63 117 Twitter: @Norske_Skog Norske Skog financial markets: Vice President Investor Relations Tom Rogn Mob: +47 948 55 659

This press release may include projections and other "forward- looking" statements within the meaning of applicable securities laws. Any such projections or statements reflect the current views of Norske Skogindustrier ASA or its subsidiaries ("Norske Skog") about further events and financial performance. Although Norske Skog believes that these views and assumptions are reasonable, the statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. No assurances can be given that such events or performance will occur as projected and actual results may differ materially from these projections.

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any securities in the Unites States, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the Securities Act of 1933 (the "Securities Act"). The securities may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer and that will contain detailed information about the company and management, as well as financial statements. This press release is being issued pursuant to and in accordance with Rule 135e under the Securities Act.

In member states of the European Economic Area, this press release (and any offer of the securities referred to herein if made subsequently) is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive.

This press release is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) in connection with the issue or sale of any notes may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

This press release does not constitute an offer to sell or buy or the solicitation of an offer to sell or buy the existing bonds and/or the new unsecured notes, as applicable (and offers of existing bonds for exchange pursuant to the offers will not be accepted from holders), in any circumstances in which such offer or solicitation is unlawful.

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Business Units

Mail

Norske Skogindustrier ASA
PB 294 Skøyen
0213 Oslo
Norway
info@norskeskog.com

Phone: +47 22 51 20 20
Main fax: +47 22 51 20 21
See more contact information

Visitors

Norske Skogindustrier ASA
Karenslyst allé 49
0278 Oslo

Norske Skogindustrier ASA, PB 294 Skøyen, 0213 Oslo, Norway

Phone: +47 22 51 20 20 - Main fax: +47 22 51 20 21