---
title: "Contemplated secondary placement of existing shares in SED Energy Holdings Plc"
type: "News"
locale: "en"
url: "https://longbridge.com/en/news/276909171.md"
description: "HitecVision is considering a secondary placement of up to 50 million ordinary shares in SED Energy Holdings Plc, representing approximately 8.09% of the company's ordinary shares. The offering will be conducted through an accelerated book building process, with the final terms to be announced later. The book building period starts immediately and ends on 26 February 2026. The offering is not registered under the U.S. Securities Act and is subject to various legal restrictions. The minimum order for participation is set at the NOK equivalent of EUR 100,000."
datetime: "2026-02-25T15:30:15.000Z"
locales:
  - [zh-CN](https://longbridge.com/zh-CN/news/276909171.md)
  - [en](https://longbridge.com/en/news/276909171.md)
  - [zh-HK](https://longbridge.com/zh-HK/news/276909171.md)
---

# Contemplated secondary placement of existing shares in SED Energy Holdings Plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY ORINDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPANORANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BEUNLAWFUL.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES AND THE SECURITIES REFERRED TOHEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATIONEXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THEREGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT; ANY PUBLIC OFFERING OFSUCH SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF APROSPECTUS THAT MAY BE OBTAINED FROM THE COMPANY, WHICH WOULD CONTAIN DETAILEDINFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS.THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.

Oslo, 25 February 2026

HV VI Invest Uraz Limited ("HitecVision", the "Seller") has retained ABGSundalCollier ASA, Arctic Securities AS, and SB1 Markets AS as Joint GlobalCoordinators and Joint Bookrunners (the "Managers") to explore a potentialsecondary placement of existing ordinary shares in SED Energy Holdings Plc("Energy Holdings" or the "Company") (the "Offering").

The Seller is contemplating selling up to approximately 50 million ordinaryshares (Class A-shares) in the Company (the "Sale Shares"), representingapproximately 8.09% of the ordinary shares and votes in the Company andapproximately 6.89% of the total issued and outstanding shares, through anaccelerated book building process. The final terms of the Offering will becommunicated in a later announcement following pricing of the Sale Shares intheOffering. HitecVision is represented on the board of the directors of theCompany by Alf Thorkildsen.

Assuming all Sale Shares are sold as part of the Offering, HitecVision willholdapproximately 132 million ordinary shares in Energy Holdings, equivalent toapproximately 21.32% of the outstanding ordinary shares and votes in theCompany. The Seller reserves the right, at its own discretion, to increase thenumber of Sale Shares to be sold, reduce the number of Sale Shares or to sellnoSale Shares at all in the Offering. The Sale Shares are existing ordinarysharesin the Company and rank pari passu in all respects with the remaining ordinaryshares in the Company.

The offer price and the total number of Sale Shares in the Offering will bedetermined through the accelerated book building process.

The book building period will commence immediately following the publicationofthis announcement and close on 26 February 2026 at 08:00 CET, but could alsoclose earlier or later at the discretion of the Seller in consultation withtheManagers.

The Offering is expected to be priced and allocated before 09:00 CET on 26February 2026 (T). The Offering will be unconditional as of the time ofallocation. The Sale Shares will be tradeable upon allocation, and settlementofthe Offering will be conducted on a normal delivery-versus-payment basis (DVPT+2).

Following a successful completion of the Offering, the Seller will enter intoacustomary 90-day lock-up commitment with the Managers for the remaining sharesin Energy Holdings the Seller holds, subject to certain customary carve-outs.

The Offering has not been registered under the U.S. Securities Act of 1933, asamended (the "U.S. Securities Act") and will be made pursuant to applicableexemptions from the obligation to publish a prospectus in Norway as well asexemptions from the U.S. Securities Act and the securities laws of otherapplicable jurisdictions.

The minimum order and allocation in the Offering have been set to the NOKequivalent of EUR 100,000. The Managers may, however, offer and allocate anamount below the NOK equivalent of EUR 100,000 in the Offering to the extentexemptions from prospectus requirements, in accordance with Regulation (EU) 2017/1129, are available.

Advokatfirmaet BAHR AS is acting as Norwegian legal counsel to HitecVision inconnection with the Offering.

Important notices

This announcement is not and does not form a part of a prospectus or any offerto sell, or a solicitation of an offer to purchase, any securities of theCompany.

The distribution of this announcement and other information may be restrictedbylaw in the United States of America or in certain jurisdictions. Copies ofthisannouncement are not being made and may not be distributed or sent into anyjurisdiction in which such distribution would be unlawful or would requireregistration or other measures. Accordingly, this announcement is not forpublicrelease, publication or distribution, directly or indirectly, in or into theUnited States (including its territories and possessions, any state of theUnited States and the District of Columbia), except to "qualifiedinstitutionalbuyers" as defined in Rule 144A under the U.S. Securities Act of 1933, asamended (the "U.S. Securities Act"). Persons into whose possession thisannouncement or such other information should come are required to informthemselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not beregistered under the U.S. Securities Act, and accordingly may not be offeredorsold in the United States absent registration or an applicable exemption fromthe registration requirements of the Securities Act and in accordance withapplicable U.S. state securities laws. The Company does not intend to registerany part of the offering or its securities in the United States or to conductapublic offering of securities in the United States.

In any EEA Member State, this communication is only addressed to and is onlydirected at qualified investors in that Member State within the meaning of theProspectus Regulation, i.e., only to investors who can receive the offerwithoutan approved prospectus in such EEA Member State. The expression "ProspectusRegulation" means Regulation (EU) 2017/1129, as amended, together with anyapplicable implementing measures in any Member State.

This communication is only being distributed to and is only directed atpersonsin the United Kingdom who are "qualified investors" as defined in paragraph 15of Schedule 1 to the Public Offers and Admission to Trading Regulations 2024,and who are (i) persons having professional experience in matters relating toinvestments who fall within the definition of "investment professionals" inArticle 19(5) of the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2005, as mended (the "Order") or (ii) high net worth entities

falling within Article 49(2)(a) to (d) of the Order; or (iii) are otherpersonsto whom it otherwise lawfully be communicated (all such persons togetherbeingreferred to as "relevant persons").. This communication must not be acted onorrelied on by persons who are not relevant persons. Any investment orinvestmentactivity to which this communication relates is available only for relevantpersons and will be engaged in only with relevant persons. Personsdistributingthis communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-lookingstatements. Forward-looking statements are statements that are not historicalfacts and may be identified by words such as "believe", "expect","anticipate","strategy", "intends", "estimate", "will", "may", "continue", "should" andsimilar expressions. The forward-looking statements in this release are basedupon various assumptions, many of which are based, in turn, upon furtherassumptions. Although the Seller believes that these assumptions werereasonablewhen made, these assumptions are inherently subject to significant known andunknown risks, uncertainties, contingencies and other important factors whichare difficult or impossible to predict and are beyond their control.

By their nature, forward-looking statements are subject to numerous factors,risks and uncertainties that could cause actual outcomes and results to bematerially different from those projected. Readers are cautioned not to placeundue reliance on these forward-looking statements. Except for any ongoingobligation to disclose material information as required by the applicable law,the Seller does not have any intention or obligation to publicly update orrevise any forward-looking statements after it distributes this announcement,whether to reflect any future events or circumstances or otherwise.

None of the Seller, the Managers nor any of their respective subsidiaryundertakings, affiliates or any of their respective directors, officers,employees, advisers, agents or any other person accepts any responsibilitywhatsoever for, or makes any representation or warranty, express or implied,asto the truth, accuracy, completeness or fairness of the information oropinionsin this announcement (or whether any information has been omitted from theannouncement) or any other information relating to the Company, the Seller, orassociated companies, whether written, oral or in a visual or electronic form,and howsoever transmitted or made available or for any loss howsoever arisingfrom any use of this announcement or its contents or otherwise arising inconnection therewith.

Each of the Managers is acting for the Seller only in connection with theOffering and no one else, and will not be responsible to anyone other than theSeller for providing the protections offered to clients nor for providingadvicein relation to the Offering, the contents of this announcement or anytransaction, arrangement or other matter referred to in this announcement.

In connection with the Offering, the Managers and their respective affiliatesmay take up a portion of the shares offered in the Offering as a principalposition and in that capacity may retain, purchase, sell, offer to sell fortheir own accounts such shares and other securities of the Company or relatedinvestments in connection with the Offering or otherwise. In addition, theManagers and their respective affiliates may enter into financing arrangements(including swaps or contracts for differences) with investors in connectionwithwhich the Managers and their respective affiliates may from time to timeacquire, hold or dispose of shares of the Company. Certain of the Managers ortheir affiliates may be lenders and/or agents under lending facilities withtheSeller and may receive a portion of the net proceeds of the Offering to repayamounts outstanding under such facilities. The Managers do not intend todisclose the extent of any such investment or transactions, other than inaccordance with any legal or regulatory obligations to do so.

This announcement is for information purposes only and is not to be relieduponin substitution for the exercise of independent judgment. It is not intendedasinvestment advice and under no circumstances is it to be used or considered asan offer to sell, or a solicitation of an offer to buy any securities or arecommendation to buy or sell any securities in the Company. The price andvalueof securities and any income from them can go down as well as up and you couldlose your entire investment. Past performance is not a guide to futureperformance. Information in this announcement cannot be relied upon as a guideto future performance. None of the Managers nor any of their respectiveaffiliates accepts any liability arising from the use of this announcement.

https://newsweb.oslobors.no/message/666818

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