Offer letter received from, and letter of intent entered into with, MIG Finance Namibia (Proprietary) Limited

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN.

Scana ASA (the “Company”, ticker SCANA) has received a letter (the “Offer Letter”) from MIG Finance Namibia (Proprietary) Limited (“MIG”) expressing an intention to make a voluntary offer for all shares in the Company at an offer price of NOK 4.00 per share (the “Offer”). The Offer Letter was received without prior discussions regarding the Offer between the board of directors of the Company (the “Board”) and MIG.

Launch of the Offer will pursuant to the Offer Letter inter alia be subject to a unanimous recommendation by the Board, irrevocable undertakings from certain shareholders in the Company, bank financing of MIG’s obligation to pay the offer price under the Offer, absence of material adverse change and approval by Oslo Børs of an offer document related to the Offer.

Completion of the Offer will pursuant to the Offer Letter inter alia be subject to acceptance of the Offer by shareholders representing in aggregate at least 90% of the shares in the Company, that the Board’s unanimous recommendation of the Offer has not been withdrawn, amended or qualified, that the Company shall have conducted it business in the ordinary course, that MIG shall have obtained all necessary governmental and third party approvals to complete the Offer and that no court or other governmental, regulatory authority shall have taken or threatened to take any action that would prevent completion of the Offer or impose conditions on MIG, Scana or any of their subsidiaries that are not acceptable to MIG.

MIG has reserved the right to waive in whole or in part any conditions for the launch or completion of the Offer.

The Board has engaged SpareBank 1 Markets AS as financial adviser and Advokatfirmaet Thommessen AS as legal adviser and will initiate discussions with MIG with a view i.a. to verifying MIG’s intention to launch the Offer as indicated in the Offer Letter. The Board will in consultation with the advisers and in due course consider the final terms and conditions of the Offer and determine whether to recommend the Offer. The Board will also consider any alternatives that may be available to the Company under the current circumstances.

The Offer Letter was received following the entry into of a letter of intent between PSW Technology AS (“PSW”), a wholly owned subsidiary of the Company, and MIG for the potential sale by PSW of a capping stack for delivery during Q2 2025 with a 10% prepayment to be made during September. Under the letter of intent, the parties shall on an exclusive basis negotiate and seek to agree the terms and conditions of a final agreement for the sale of the capping stack. If a final agreement is entered into this will constitute a large contract.

It should be noted that no assurances can be given that the Offer will be made, or with respect to the terms and conditions of the Offer, if made. Further, no assurances can be given as to whether a final agreement for the sale of the capping stack will be entered into.

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. This stock exchange announcement was published by Anette Netteland Dybvik, Head of Investor Relations and Communication at Scana ASA, on 1 September 2024 at 21:45 CET.

(1) A sizeable contract is defined to be between NOK 20 million and NOK 50 million.

(2) A substantial contract is between NOK 50 million and NOK 150 million.

(3) A large contract is over NOK 150 million.

Important information:

The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer to sell or purchase, or solicitation to purchase or subscribe for any securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. No person intends to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.

The Offer, if made, will be subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor any of its advisers assume any responsibility in the event there is a violation by any person of such restrictions.

The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release 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.

No adviser of the Company is acting for anyone else than the Company and will not be responsible to anyone other than such party providing the protections afforded to their respective clients or for providing advice in relation to any other matter referred to in this release.

Forward-looking statements:

This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.