NOT FOR DISTRIBUTION INTHE UNITED STATES EXCEPT PURSUANT TO APPLICABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THEU.S. SECURITIES ACT Potential buy-back of up toNOK 350 million of the nominal outstanding amount of FJORD01 Fjord1 HoldCo AS (the "Issuer Parent"), the parent ofFjord1 AS , is contemplating a potential buy-back of up toNOK 350 million of the nominal outstanding amount of FJORD01 with ISIN NO0010810302 maturing on22 November 2022 (the "Bonds").Fearnley Securities is acting as manager for the potential buy-back (the "Manager"). The potential buy-back will be conducted as a "reverse Dutch auction", where the Issuer Parent, through the Manager, will receive offers for the desired volume of Bonds at the desired sale price from the bondholders on a confidential basis. Eligible bondholders are hereby invited to provide offers for sale of all or a portion of their Bonds through submission of the attached bondholders offer form (the "Bondholders Offer Form"). Due date for submission is13:00 CET on14 December 2021 . Prior to09:00 CET on15 December 2021 , the Issuer Parent will decide upon the buy-back price (the "Buy-Back Price") and consequently the total amount of Bonds to be repurchased (if any). Eligible bondholders with offers equalling the Buy-Back Price or lower will receive the Buy-Back Price multiplied with the number of Bonds offered, but the Issuer Parent may in its sole discretion reduce the number of Bonds to be acquired on a pro rata basis for Bonds offered at the Buy-Back Price for each offering bondholder. Cash settlement, including accrued interest, is expected to occur on17 December 2021 . The Issuer Parent may, in its sole discretion, waive, extend, accelerate, terminate, withdraw or increase the size of the potential buy-back at any time. The Issuer Parent will only accept offers from bondholders or beneficial owners (or any person acting as agent, custodian, fiduciary or in another intermediary capacity for a bondholder or beneficial owner) who is not aU.S. person (as such term is defined pursuant to Regulation S under the US Securities Act of 1933, as amended) and who is outsidethe United States . Other offer and distribution restrictions apply, as further set out in the Bondholders Offer Form. All submissions of Bondholders Offer Form are to be sent by e-mail toFearnley Securities through respective sales contacts or directly to fjord1.tender@fearnleys.com no later than13:00 CET 14 December 2021 .
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