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8 November 2023

Vår Energi ASA announces pricing of its inaugural issuance of Euro Subordinated Fixed Rate Reset Securities

Sandnes, Norway, 8 November 2023: Vår Energi ASA (OSE: VAR, “Vår Energi”) has today successfully priced its inaugural issuance of EUR 750 million Subordinated Fixed Rate Reset Securities due 2083 (“Securities”), distributed to institutional investors outside the United States only. The issuance is expected to close on or around 15 November 2023.

The transaction has been very well received by the market with an order-book over 3x times oversubscribed at the peak (above €2.4bn, at guidance).

The Securities will be issued at a price equal to 100% of their aggregate principal amount. The Securities will carry a fixed coupon of 7.862% per annum until the first reset date on 15 February 2029. The coupon will reset on the first reset date and every five years thereafter to the prevailing Euro 5 Year Mid-Swap Rate plus the applicable margin. The initial margin will be 476.5bps and will step up by 25 bps in February 2034 and an additional 75bps in February 2049. The Securities will mature on 15 November 2083 but may be redeemed at par at any time during the 90-day period prior to the first reset date and, subsequently, on each interest payment date.

Rating agencies Moody’s and S&P assigned to the Securities issue ratings of Ba2 and BB+, respectively, with an “equity credit” of 50% (until year 50 for Moody’s and until the First Reset Date for S&P).

The Securities will be listed on the regulated market of the Luxembourg Stock Exchange on or around the issue date. The net proceeds will be used for general corporate purposes. 

Having previously established its presence in the global debt capital markets with senior USD and EUR notes issuances in 2022 and 2023, with this transaction, Vår Energi is broadening its range of funding sources and its investor base and reinforcing its balance sheet with a new layer of capital.

Barclays, Citi and UniCredit acted as Global Coordinators and Structuring Advisors. Barclays, BofA Securities, Citi, Crédit Agricole CIB, DNB Markets, Intesa Sanpaolo (Divisione IMI CIB), Natixis, SMBC, Standard Chartered Bank and UniCredit acted as Active Bookrunners.

For further information, please contact:

Investor relations

Ida Marie Fjellheim, Head of Investor Relations

+47 90509291

ida.fjellheim@varenergi.no

Treasury        

Rune Dreiem, VP Finance and Treasury       

+47 41085958

rune.dreiem@varenergi.no

Cautionary Statements

This announcement is for information purposes only and does not constitute a prospectus or any offer to sell or the solicitation of an offer to buy any security in any jurisdiction.

This announcement is not for public release, publication or distribution, directly or indirectly, in or into the United States. This announcement does not constitute or form a part of any offer of, or solicitation to purchase or subscribe for, any securities in the United States. Any such securities have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Any such securities will be offered or sold only in offshore transactions outside of the United States, in accordance with Regulation S of the Securities Act. Vår Energi does not intend to register any portion of the proposed offering of the securities in the United States and no public offering will be made in the United States.

In the United Kingdom, this announcement is addressed to and directed only at (i) 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, as amended (the “Order”), (ii) persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This announcement must not be acted on or relied on in the United Kingdom by persons who are not relevant persons.  Any investment or investment activity to which this announcement relates is available only to relevant persons in the United Kingdom.

Manufacturer target market (MiFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in EEA or the UK.

Neither the content of Vår Energi’s website nor any website accessible by hyperlinks on Vår Energi’s website is incorporated in, or forms part of, this announcement. The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.

A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Similar ratings for different types of issuers and on different types of securities do not necessarily mean the same thing. The significance of each rating should be analysed independently from any other rating.

About Vår Energi:

Vår Energi is a leading independent upstream oil and gas company on the Norwegian continental shelf (NCS). We are committed to deliver a better future through responsible value driven growth based on over 50 years of NCS operations, a robust and diversified asset portfolio with ongoing development projects, and a strong exploration track record. Our ambition is to be the safest operator on the NCS, the partner of choice, an ESG leader with a tangible plan to reduce emissions from our operations by 50% within 2030. Vår Energi has around 1000 employees and equity stakes in 40 fields and the company produced net 209,000 boe per day in the first nine months of 2023. We have our headquarters outside Stavanger, Norway, with offices in Oslo and Hammerfest. To learn more, please visit varenergi.no.