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HAVILA SHIPPING ASA -CONTEMPLATED PRIVATE PLACEMENT
Fosnavåg, 10 December 2012
Havila Shipping ASA ("Havila" or the "Company", ticker "HAVI") intends to exercised its re-purchase options for the two AHTS' Havila Mars and Havila Mercury for an option price of NOK 793 million (subject to adjustments for early exercise) (the "AHTS Transaction"). Subject to, and for the purposes of financing the equity portion of the consideration payable by the Company in the AHTS Transaction, the Company is contemplating to issue new shares in a private placement of shares directed towards Norwegian and international investors raising gross proceeds of NOK 200 million (the "Private Placement"). The Company has retained DNB Markets, Pareto Securities AS, SpareBank 1 Markets and Swedbank First Securities (jointly the "Managers") to advise on and effect the Private Placement after the close of trading on the Oslo Stock Exchange today.
The final number of shares and the price to be paid per new share in the Private Placement will be determined through an accelerated book-building process. The minimum subscription and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided however, that the Managers and the Company may in their sole discretion reserve parts of the Private Placement for up to 149 investors applying for a lesser amount in order to utilize the exception from the prospectus requirement set forth in section 7-2 of the Norwegian Securities Trading Act.
Net proceeds will be used to finance the equity portion which will be payable by the Company in the AHTS Transaction in which the Company intends to acquire the equity in the ship owning companies Havila Mars KS and Havila Mercury KS, each owning Havila Mars and Havila Mercury respectively. The two AHTS vessels are 18,400 BHP AHTS built in 2007. They have both been working for Statoil since delivery and are contracted until June and November 2013. The current lease rate is NOK 148,856 per day per vessel (bareboat), which will increase to NOK 195,616 per day per vessel from January 2013. Subject to the Company's exercise of the re-purchase options, Havila Ariel ASA's ownership stakes in KS Havila Mars and KS Havila Mercury will be transferred to the Company's wholly-owned subsidiary Havila Ships AS against payment in cash. The AHTS Transaction will be conditional upon (i) the completion of the Private Placement and (ii) the approval by the general meetings in Havila Ariel ASA and Havila Ships AS of the agreements in accordance with section 3-8 of the Public Limited Companies Act and Private Limited Companies Act, respectively. The remaining portion of the consideration is expected to be financed through (i) a continuation of the existing NOK 518 million first priority loans from DNB and Swedbank and (ii) a new second priory bank debt of NOK 150 million (NOK 75 million per vessel) where the final loan agreement is subject to completion of the Private Placement and sale of Seven Havila, as well as customary conditions.
Net proceeds will also be used for general corporate purposes.
The application period commences today at 16:30 CET on 10 December 2012 and will close at 08:00 CET on 11 December 2012. The Company may, however, at any time and at its sole discretion resolve to close or extend the application period.
The Company will announce the final number of shares placed and the final subscription price per offer share in the Private Placement in a stock exchange announcement expected to be published before opening of trading on the Oslo Stock Exchange tomorrow, on 11 December 2012.
The Company's main shareholder, Havila AS, has pre-committed to subscribe for its current pro rata share of the Private Placement.
Notification of allotment and payment instructions will be sent to the applicants by the Managers on or about 11 December 2012, subject to any shortenings or extensions of the application period. Settlement of the allocated shares is expected to take place through a delivery versus payment transaction on or about 14 December 2012.
Barring unforeseen circumstances, allocated shares are expected to be transferred to the applicant's account with the Norwegian Central Securities Register ("VPS") by the Managers on or about 14 December 2012. Delivery of the allocated shares will be made by delivery of existing and unencumbered shares in the Company made available to the Managers by Havila AS pursuant to a share lending agreement in order to facilitate delivery of listed shares to investors in the Private Placement.
The new shares in the Private Placement will be issued by the Board of Directors pursuant to an authorization granted by the Company's General Meeting held on 7 May 2012. The new shares (other than those allocated to Havila AS) will be issued to the Managers and used by the Managers to fulfil their obligation to redeliver the borrowed shares to Havila AS.
Completion of the Private Placement is conditional upon the board resolutions required to implement and complete the Private Placement including the issue of shares.
Following, and subject to, the satisfactory completion of the Private Placement, the Board of Directors intends to carry out a subsequent offering of shares where shareholders as of 10 December 2012, except for shareholders having been invited to subscribe for shares in the pre-sounding of the Private Placement and shareholders allocated shares in the Private Placement, will to the extent permitted by applicable law, receive non-tradable subscription rights based on their shareholding as of that date. The subscription rights will not be listed. The subscription price in the subsequent offering will be the same as in the Private Placement.
Subject to a successful Private Placement, the Company's share will be traded exclusive of the right to participate in the subsequent offering from and including tomorrow, 11 December 2012. The subsequent offering will be launched as soon as practicably possible after the publication of a prospectus, which is subject to the approval by the Norwegian Financial Supervisory Authority.
For further information, please contact:
CEO Njål Sævik (+47) 909 35 722
CFO Arne Johan Dale (+47) 909 87 706
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DISCLAIMERS
This announcement is not and does not form a part of any offer for sale of securities.
Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any offering of the securities referred to in this announcement will be made by means of a prospectus.
This announcement is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive"). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. In any EEA Member State other than Norway that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
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The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.