Rederi AB TransAtlantic announces guaranteed rights issue of approx. SEK 150m

Not for distribution, directly or indirectly, in or to the United States,
Australia, Japan, Canada or any other jurisdiction where such action would be
subject to legal restrictions.
Summary

  ·
The Board of Directors in Rederi AB TransAtlantic (publ) (“TransAtlantic” or the
“Company”) has resolved on a rights issue of approximately SEK 150m, before
transaction costs

  ·
The rights issue is fully covered through a subscription and guarantee
undertaking, by the Company’s main shareholder Kistefos AS

  ·
The rights issue proceeds will be used to repay the short-term debt certificates
of SEK 140m plus interest

  ·
The rights issue is subject to approval by an Extraordinary General Meeting
(“EGM”), which will be held on 5 November 2013

  ·
The subscription price and offer ratio will be decided no later than 1 November
2013 and announced on 4 November 2013 at the latest

  ·
The subscription period will run from and including 12 November up to and
including the 28 November 2013

  ·
At the EGM, the transfer of the port terminal in Västervik (Västerviks Logistik
och Industri AB) will also be part of the agenda


Background and reasons
TransAtlantic is a leading Swedish shipping company headquartered in Gothenburg
with several offices throughout Europe. TransAtlantic is divided into two
business areas; Industrial Shipping and Viking Supply Ships. As shown by the
latest financial statements, the Group’s liquidity is strained and exposed to
risks.

As previously announced, TransAtlantic has initiated an extensive restructuring
and strategic positioning program to regain a sustainable profitability in both
Industrial Shipping and Viking Supply Ships.

As a part of this program the Company has, so far in 2013, worked with cost
savings such as reduction of workforce, centralisation of administration,
divestments of assets outside the core business such as a port terminal and
property, termination of a tax-lease structure in United Kingdom, sale of
vessels, and decided to strengthen Industrial Shipping’s competitiveness through
reinforcement in the sales department.

On 24 June 2013, TransAtlantic issued short-term debt certificates of SEK 140m
in order to finance the restructuring and strategic positioning program. The
debt certificates act as bridge financing until the rights issue is completed.
The issue proceeds will be used to repay the debt certificates plus interest.

The rights issue
The Board of Directors has resolved, subject to approval by the EGM, on a new
share issue of approximately SEK 150m before transaction costs. The Company’s
current shareholders have preferential rights in proportion to current
shareholdings as of the record date, where current A-shares entitle to subscribe
for new A-shares and current B-shares entitle to subscribe for new B-shares
(primary preferential rights). New shares not subscribed for with primary
preferential rights will be offered for subscription to all shareholders
(subsidiary preferential rights). New shares not subscribed for with primary or
subsidiary preferential rights will be assigned to Kistefos AS (through the
wholly-owned subsidiary Viking Invest AS) (“Kistefos”) acting as guarantor (see
below).

The Board of Directors will, on 1 November 2013 at the latest, decide on the
subscription price, offer ratio and the amount which the Company’s share capital
will be increased by. This will be announced in a separate press release on 4
November 2013 at the latest.

The record date for participation in the rights issue is 8 November 2013 and the
subscription period (subscription through payment) runs as from 12 November 2013
up to and including 28 November 2013, with a right for the Board of Directors to
extend the subscription period.

The EGM will be held on 5 November 2013. See separate press release with the EGM
notice for additional details.

Subscription and guarantee undertakings
The Company’s largest shareholder Kistefos, holding approximately 62.9 per cent
of the capital and approximately 58.4 per cent of the votes in TransAtlantic,
has undertaken to subscribe for shares in the rights issue corresponding to
their pro rata share holding (the “Subscription Undertaking”). In addition,
Kistefos has guaranteed the remaining part of the rights issue, i.e. undertaken
to subscribe for any shares that other shareholders do not subscribe for with
primary or subsidiary preferential rights, corresponding to approximately 37.1
per cent of the rights issue (the “Guarantee Undertaking”). Consequently, the
rights issue is fully covered. Guarantee commission of 1.5 per cent of Kistefos’
maximum guaranteed amount will be paid.

If the rights issue is not fully subscribed for, Kistefos will, due to
fulfilment of the Subscription and Guarantee Undertaking, increase its share of
the capital and votes in the Company. The maximum share of capital and votes
that Kistefos may reach will be published when the final terms of the rights
issue have been decided by the Board of Directors. The Swedish Securities
Council (Aktiemarknadsnämnden) has granted Kistefos an exemption from the
mandatory bid requirement in the event that Kistefos’ share of votes in the
Company would increase, which pursuant to the Swedish Securities Council’s
previous decisions (AMN 2010:27 and AMN 2011:25) would trigger a mandatory bid.
A condition for the Swedish Securities Council’s exemption from the mandatory
bid in respect of the Guarantee Undertaking is that the shareholders approve the
Board of Directors’ new share issue resolution at a general meeting with at
least two thirds majority of both the votes cast and the shares represented at
the general meeting, disregarding shares owned and represented by Kistefos. The
Guarantee Undertaking is therefore conditional on the approval by the EGM on 5
November 2013 with such a majority.

Preliminary time table for the rights issue

4 November  Subscription price and offer ratio is made public through a press
(latest)    release
5 November  The EGM resolves on approval of the Board of Directors’ rights
            issue resolution
5 November  Last day of trading in TransAtlantic share including subscription
            rights
8 November  Record date for allotment of subscription rights, i.e. shareholders
            who are registered in the Company’s share register as of this day
            will receive subscription rights for participation in the rights
            issue
8 November  Estimated date for publication of the prospectus

12-25       Trading in subscription rights
November
12-28       Subscription period (subscription through payment)
November
3 December  Estimated date for announcement of the preliminary outcome


Approval of the transfer of the port terminal in Västervik
As previously announced, the Board of Directors of TransAtlantic has resolved to
sell the port terminal in Västervik (through a transfer of Västerviks Logistik
och Industri AB). The transfer will be made to Västerviks Logistik och Industri
AB’s managing director. Since the transfer is made to a closely related person,
it falls within the scope of the so-called “Leo rules” in Chapter 16 of the
Swedish Companies Act and is therefore conditional upon support by shareholders
representing at least nine-tenths of both the votes cast and the shares
represented at the general meeting. The transfer will be subject to the EGM on 5
November 2013. See separate press release with the notice for additional
details.

Financial and legal advisors
Swedbank Corporate Finance is acting as financial advisors and Mannheimer
Swartling Advokatbyrå is acting as legal advisor to TransAtlantic in conjunction
with the rights issue.


For further information, please contact
Carina Dietmann, Head of Corporate Communications, phone +46(0)31-763 2334,
carina.dietmann@rabt.se

Important information
The information in this press release does not contain or constitute an offer to
acquire, subscribe or otherwise trade in shares, subscription rights or other
securities in Rederi AB TransAtlantic (publ). Any invitation to the persons
concerned to subscribe for shares in TransAtlantic will only be made through the
prospectus that TransAtlantic estimates to publish on or about 8 November 2013.

This press release may not be published or distributed, directly or indirectly
in or into the United States, Australia, Japan, Canada or any other jurisdiction
where such action is wholly or partially subject to legal restrictions or where
such action would require additional prospectuses, registrations or other
actions in addition to what follows from Swedish law. Nor may the information in
this press release be forwarded, reproduced or disclosed in such a manner that
contravenes such restrictions or would require such requirements. Failure to
comply with this instruction may result in a violation of applicable securities
laws.

No subscription rights, BTAs (interim shares) or new shares will be registered
under the United States Securities Act of 1933 (“Securities Act”) or securities
legislation in any other state or other jurisdiction in the United States and
may not be offered, subscribed, sold or transferred, directly or indirectly
within the United States, other than pursuant to an exemption from the
registration requirements of the Securities Act and in accordance with
securities laws in relevant state or other jurisdiction in the United States.

This press release may contain forward-looking statements which reflect
TransAtlantic’s current view on future events and financial and operational
development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”,
“plan”, “estimate” and other expressions which imply indications or predictions
of future development or trends, and which are not based on historical facts,
are intended to identify forward-looking statements. Forward-looking statements
inherently involve both known and unknown risks and uncertainties because they
depend on future events and circumstances. Forward-looking statements do not
guarantee future results or development and the real outcome could differ
materially from the forward-looking statements.

Rederi AB TransAtlantic is a leading Swedish shipping company with headquarters
in Gothenburg, Sweden and additional offices in Europe. The company is organized
into two business areas: Industrial Shipping and Viking Supply Ships. The
company has about 850 employees and the turnover in 2012 was MSEK 3,274. The
Industrial Shipping business area consists of three divisions: Bulk, Container
and RoRo. The company’s B-shares are listed on the NASDAQ OMX Stockholm, Small
Cap segment. www.rabt.se

TransAtlantic is obliged to make this information public according to the
Financial Markets Act and/or the Financial Instruments Trading Act (Sw: lagen om
värdepappersmarknaden and lagen om handel med finansiella instrument). The
information was submitted for publication on October 4, 2013 at 08.30 a.m (CET).

Rederi AB TransAtlantic (publ)
P O Box 8809, 402 71 Gothenburg, Sweden, ph +46 (0)31-763 23 00
Org nr 556161-0113, www.rabt.se