11 Dec 2015

Norske Skog extends exchange offer to all holders of 2016 and 2017 notes

Norske Skog is today extending the exchange offer launched on November 17, 2015. Referring to the press release on December 8, calling for an Extraordinary General Meeting (EGM), the company has decided to extend the deadline of the exchange offer to January 12, 2016.

The deadline of the consent solicitation of holders of the 2016, 2017, 2021 and 2023 notes, which amend certain terms of the 2016 and 2017 notes and amend the governing law of the 2021 and 2023 notes, will also be extended to January 12, 2016.   

The EGM has to be held on or before January 7, 2016, within a month after the request from GSO Capital Partners L.P. (GSO) and Cyrus Capital Partners, L.P. (Cyrus), which on 4 December possessed a combined shareholding in Norske Skogindustrier ASA of 11.5% of the issued shares. A formal invite to the EGM has to be sent to all shareholders minimum 3 weeks ahead of the meeting.

- Due to the call for an EGM, we find it sensible to extend the exchange offer period, said Mr. Sven Ombudstvedt, President and CEO of Norske Skog.

For further information on the details of the exchange and consent solicitation offer, please see the notice of amendments that will be available on www.newsweb.no and made available through clearing systems on Monday 14 December 2015. Copies of the Exchange Offer and Consent Solicitation Memorandum are available for eligible holders of 2016, 2017, 2021 and 2023 notes from the Exchange and Tabulation Agent, Lucid Issuer Service (for information by telephone: +44 20 7704 0880; Attention: Thomas Choquet/Yves Theis; Email: norskeskog@lucid-is.com). A separate stock exchange release will be available on www.newsweb.no under the Norske Skogindustrier ASA ticker "NSG" (IssuerID).

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
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.