COMPANY ANNOUNCMENT
18 March 2014
No. 1/2014
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN
This announcement is not a prospectus but an advertisement and nothing herein
contains an offering of securities. No one should purchase or subscribe for any
securities in OW Bunker A/S ("OW Bunker" or the "Company") except on the basis
of information in the prospectus published by OW Bunker in connection with the
potential offering and admission of such securities to trading and official
listing on NASDAQ OMX Copenhagen A/S ("NASDAQ OMX Copenhagen").
OW Bunker publishes prospectus and sets indicative price range in connection
with its contemplated IPO
OW Bunker today publishes a prospectus and sets the indicative price range in
connection with its contemplated initial public offering ("IPO" or the
"Offering") and subsequent admission to trading and listing of its shares on
NASDAQ OMX Copenhagen. The contemplated IPO consists of a limited issue of new
shares by the Company and a partial sale of existing shares by the Company's
major shareholder, ultimately owned by Altor Fund II ("Altor") and certain
current and former employees and directors of the Company.
The IPO is an important milestone for OW Bunker, providing a long-term platform
to support the Company's strategy and future growth, further enhancing the
Company's profile as well as furnishing a diversified base of new Danish and
international shareholders, both institutional and private.
Jim Pedersen, OW Bunker's CEO, commented:
"We are pleased to launch our initial public offering, and are looking forward
to meeting potential institutional and private investors in the coming weeks,
presenting the quality and strengths of our business. With our well-invested,
scalable business platform and global reach, we are well positioned to continue
our solid performance and to welcome new shareholders."
Søren Johansen, Deputy Chairman of OW Bunker commented:
"Based on years of solid and profitable growth, OW Bunker has developed into one
of the world's leading independent marine fuel distributors. We believe now is
the right time for OW Bunker to take this important next step and invite new
shareholders to take part in the continued successful development of the
company."
Selected highlights of the IPO
* The indicative price range has been set at DKK 120 to DKK 150 per share of
DKK 1 nominal value each
* The indicative price range corresponds to an implied market value of OW
Bunker of approximately DKK 4.4 billion to DKK 5.5 billion, after the issue
of new shares in the IPO
* The IPO comprises the following:
* 733,333 - 916,667 new shares to be issued by OW Bunker, resulting in
gross proceeds of DKK 110 million
* An offering of up to 18,438,766 shares by the Company's major
shareholder, Altor, members of the Company's Board of Directors, the
members of the Company's executive management, certain key employees of
OW Bunker as well as certain other current and former employees and
directors of the Company
* An overallotment option of up to 2,890,163 shares granted by Altor
* The proceeds of the issue of new shares by the Company will be used to
partly repay a specific non-operational loan payable in connection with the
IPO
* Following the IPO, the free float will be 40%-60%, depending on the final
number of shares to be sold and the potential exercise of the overallotment
option
* The offer price and the exact number of shares to be sold in connection with
the IPO will be determined through a book-building process and are expected
to be announced through NASDAQ OMX Copenhagen no later than 8:00 am CET on
2 April 2014
* The offer period will commence on 20 March 2014 and will close no later than
4:00 pm CET on 1 April 2014. The offering for orders up to and including DKK
3 million may be closed before the remainder of the Offering is closed, but
not before 5:01 pm CET on 26 March 2014. Any such earlier closing in whole
or in part will be published through NASDAQ OMX Copenhagen
* The shares sold in the IPO are expected to be admitted to trading and
official listing on NASDAQ OMX Copenhagen no later than 2 April 2014 under
the symbol "OW"
* The offer shares will be issued under ISIN DK0060548386
Information on the Offering
The Offering includes:
* An initial public offering in Denmark to institutional and retail investors
* A private placement in the United States to persons who are "qualified
institutional buyers" (as defined in Rule 144A under the U.S. Securities
ACT) in reliance on Rule 144A
* Private placements to international institutional investors outside Denmark
and the United States
The shares are expected to be delivered on or about 7 April 2014 (the
"Settlement Date") against payment in immediately available funds in Danish
kroner (DKK). The shares will be delivered in book-entry form on the Settlement
Date to investors' accounts with VP SECURITIES A/S and through the facilities of
Euroclear Bank, S.A./N.A. and Clearstream Banking S.A. All settlement in
connection with the Offering will take place in ISIN DK0060548386.
Carnegie Investment Bank, filial af Carnegie Investment Bank AB (publ), Sverige
and Morgan Stanley & Co. International Plc are acting as Joint Global
Coordinators in the Offering, Carnegie Investment Bank, filial af Carnegie
Investment Bank AB (publ), Sverige, Morgan Stanley & Co. International Plc and
Nordea Markets (division of Nordea Bank Danmark A/S) are acting as Joint
Bookrunners in the Offering and ABG Sundal Collier Norge ASA, Copenhagen Branch
is acting as Co-Lead Manager in the Offering.
Offering Circulars
An English language prospectus and a Danish translation thereof (together, the
"Offering Circulars") have been prepared. Special attention should be given to
the risk factors which are described in the beginning of the Offering Circulars.
The Offering Circulars will be made available to eligible investors at no cost
at the registered office of OW Bunker A/S, Denmark. The Offering Circulars can
also be obtained upon request from Carnegie Investment Bank, Overgaden neden
Vandet 9b, DK-1414 Copenhagen, Denmark, phone +45 3288 0200, e-mail
prospekter@carnegie.dk; Nordea Bank Danmark A/S, Securities Operations,
Helgeshøj Allé 33, 2630 Taastrup, Denmark, phone +45 3333 2155, e-mail
prospekt.ca@nordea.com, or ABG Sundal Collier Norge ASA, Copenhagen Branch,
Forbindelsesvej 12, 2100 Copenhagen, Denmark, phone +45 3318 6100, e-mail
prospekter@abgsc.dk and can be requested through Nordea's branches in Denmark.
The Offering Circulars are also available to eligible persons on the OW Bunker
website, www.owbunker.com.
For further information, please contact:
Jim Pedersen, CEO, tel.: +45 9812 7277
For media enquiries:
Per Bech Thomsen, Group Communications, tel.: +45 3137 3133
This document and the information contained herein are not for distribution or
release, directly or indirectly, in or into the United States of America
(including its territories and possessions, any state of the United States of
America and the District of Columbia) (the "United States"), Australia, Canada
or Japan. This communication does not constitute, or form part of, an offer to
sell, or a solicitation of an offer to purchase, any securities in the United
States, Australia, Canada or Japan or in any jurisdiction in which any offer or
solicitation would be unlawful. The securities of OW Bunker A/S have not been
and will not be registered under the U.S. Securities Act of 1933 (the
"Securities Act") and may not be offered or sold within the United States absent
registration or an applicable exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act.
This communication is not a prospectus for the purpose of directive 2003/71/EC
as amended (together with any applicable implementing measures in any member
State, the "Prospectus Directive"). The prospectus prepared pursuant to the
Prospectus Directive can be obtained from OW Bunker A/S' registered office and
website, with certain limitations. Investors should not purchase or otherwise
acquire any securities referred to in this communication except on the basis of
information contained in a prospectus.
In any EEA Member State, other than Denmark, 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.
This communication is only directed at (i) persons who are outside the United
Kingdom or (ii) to investment professionals falling within Article 19(5) of the
U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the "Order") or (iii) high net worth entities falling within Article 49(2)(a)
to (d) of the Order or (iv) other persons to whom it may lawfully be
communicated (the persons described in (i) through (iv) above together being
referred to as "relevant persons"). The securities are only available to, and
any invitation, offer or agreement to purchase or otherwise acquire such
securities will be engaged in only with, relevant persons. Any person who is not
a relevant person should not act or rely on this document or any of its
contents.
Stabilisation/FCA
The Joint Global Coordinators, Joint Bookrunners and the Co-Lead Manager and
their affiliates are acting exclusively for OW Bunker A/S and the selling
shareholders and no-one else in connection with the contemplated IPO. They will
not regard any other person as their respective clients in relation to the
contemplated IPO and will not be responsible to anyone other than OW Bunker A/S
and the selling shareholders for providing the protections afforded to their
respective clients, nor for providing advice in relation to the contemplated
IPO, the contents of this communication or any transaction, arrangement or other
matter referred to herein.
In connection with the contemplated IPO, the Joint Global Coordinators, the
Joint Bookrunners and the Co-Lead Manager and any of their affiliates, acting as
investors for their own accounts, may purchase shares and in that capacity may
retain, purchase, sell, offer to sell or otherwise deal for their own accounts
in such shares and other securities of OW Bunker A/S or related investments in
connection with the contemplated IPO or otherwise. Accordingly, references in
the prospectus to the shares being offered, acquired, placed or otherwise dealt
in should be read as including any offer to, acquisition, placing or dealing by,
such Joint Global Coordinators, the Joint Bookrunners and the Co-Lead Manager
and any of their affiliates acting as investors for their own accounts. The
Joint Global Coordinators, the Joint Bookrunners and the Co-Lead Manager do not
intend to disclose the extent of any such investment or transactions otherwise
than in accordance with any legal or regulatory obligations to do so.
Matters discussed in this communication may constitute forward-looking
statements. Forward-looking statements are statements (other than statements of
historical fact) relating to future events and anticipated or planned financial
and operational performance and can be identified by words such as "targets",
"believes", "expects", "aims", "intends", "plans", "seeks", "will", "may",
"might", "anticipates", "would", "could", "should", "continues", "estimate" or
similar expressions. The forward-looking statements in this communication are
based upon various assumptions, many of which are based, in turn, upon further
assumptions. Although OW Bunker A/S believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies and other important
factors which are difficult or impossible to predict and are beyond its control.
Such risks, uncertainties, contingencies and other important factors could cause
actual events to differ materially from the expectations expressed or implied in
this communication by such forward-looking statements.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice.
[HUG#1769292]
OW Bunker publishes prospectus and sets indicative price range in connection with its contemplated IPO
| Source: OW Bunker A/S
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