NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (THE "UNITED STATES") (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
COMPLETION OF VOLUNTARY EXCHANGE OFFER AND INITIAL PUBLIC OFFERING
Reference is made to the announcement made by Eitzen Chemical ASA on 30 January 2015, regarding the exchange offer made by Team Tankers International Ltd. (the "Company") directed at the shareholders of Eitzen Chemical ASA (the "Exchange Offer"), the initial public offering conducted by the Company (the "Offering") and an employee offering in order to fulfil the conditions for listing of the Company's shares on Oslo Børs (the "Listing").
The application period for the Offering ended on 27 February 2015 at 16:30 CET. The Offering was oversubscribed and the Board of Directors of the Company (the "Board") has resolved to issue 269,824 shares in the Offering. The price for the shares in the Offering are priced at NOK 12.60 per share, equalling three times (i.e. corresponding to the exchange ratio in the Exchange Offer) the volume weighted average trading price in the Eitzen Chemical ASA shares the last 5 business days of the application period of the Offering. All applicants being allotted shares in the Offering will receive a discount of NOK 1,500, and so the actual subscription price is therefore NOK 11.09 per share. All applicants being allotted shares in the Offering will receive a letter confirming the number of shares allotted and the corresponding amount to be paid. These letters will be mailed on or about 2 March 2015. It is expected that the offer shares will be delivered in the VPS to applicants in the Offering on or about 5 March 2015, provided that the applicant has paid for the offer shares allocated to the applicant when due.
The offer period in the Exchange Offer expired on 28 February 2015 at 06:00 CET. The Company has received acceptances for 561,408,205 Eitzen Chemical ASA shares, equalling approximately 99.63% of the total issued and outstanding shares in Eitzen Chemical ASA. Please note that this number of acceptances is subject to change due to possible corrections following registration with the VPS.
The following conditions were set for completion of the Exchange Offer:
- The number of Eitzen Chemical ASA shares that are validly tendered to the Company in respect of the Exchange Offer represents more than 99.5 per cent of the issued share capital and votes in Eitzen Chemical ASA;
- The Board of Directors of Oslo Børs approves the Company for listing on Oslo Børs or, alternatively, Oslo Axess and all conditions for listing on Oslo Børs or, alternatively, Oslo Axess, will be satisfied upon completion of the Exchange Offer;
- All permits, consents and approvals required from applicable regulatory and governmental authorities for the completion of the Exchange Offer shall have been obtained or any applicable waiting periods have expired or lapsed, in each case upon conditions satisfactory to the Company in its sole discretion; and
- Eitzen Chemical ASA shall have received necessary consents and/or waivers from third parties in order to effect the Exchange Offer without any adverse effect for Eitzen Chemical or its subsidiaries, in each case without conditions or upon conditions satisfactory to the Company in its sole discretion.
The Board of Directors of Oslo Børs resolved at its meeting on 25 February 2015 to admit the Company's shares to listing on Oslo Børs, subject to the following conditions being fulfilled prior to the first day of listing:
- The Company must satisfy the requirement of having at least 500 shareholders each holding shares with a value of more than NOK 10,000.
- The Company must have elected a new Board of Directors as described in the listing application and the combined offer document and prospectus dated 29 January 2015.
- The Company must complete the Exchange Offer in relation to the relocation to Bermuda and thus continue the business currently conducted by the Eitzen Chemical group.
If the Company does not satisfy the requirement of having 500 shareholders each holding shares with a value of more than NOK 10,000, the Company's shares will be listed on Oslo Axess.
Based on the preliminary overview of acceptances of the Exchange Offer and the result of the Offering, the Company will have 568 shareholders holding shares with a value of more than NOK 10,000, and accordingly the criteria set by the Board of Oslo Børs for listing of the Company on Oslo Børs has been met. The shares are expected to be distributed as follows:
- In the Offering, the Company has allocated shares with a value of NOK 12,499.20 per investor to 272 investors; and
- In the Exchange Offer, it is expected that the Company will allocate shares to 296 shareholders which will hold shares with a value of more than NOK 10,000.
The Company will also issue shares in an employee offering.
The Company has assessed the conditions for the Exchange Offer and is of the opinion that the conditions set for the completion of the Exchange Offer have been satisfied.
Settlement under the Exchange Offer is expected to be completed on or about 5 March 2015. Delivery of the Company's shares, by way of registration on the tendering Eitzen Chemical ASA shareholders VPS accounts, is expected to take place on or about 5 March 2015, and the first day of trading of the Company's shares on Oslo Børs is expected to be on or about 9 March 2015.
Following the Exchange Offer, the Company intends to effect a compulsory acquisition (squeeze-out) of all issued shares of Eitzen Chemical that are not then owned by the Company, in accordance with the Norwegian Public Limited Liability Companies Act section 4-25 and the Norwegian Securities Trading Act section 6-22.
Wikborg, Rein & Co. Advokatfirma DA is acting as the legal adviser to the Company and Eitzen Chemical in connection with the Exchange Offer, the Offering and the Listing. ABG Sundal Collier Norge ASA is acting as Receiving Agent in connection with the Exchange Offer and the Offering.
March 1, 2015Questions should be directed to:
Andreas Reklev: CFO Team Tankers Management
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
About Eitzen Chemical ASA:
Eitzen Chemical is a leading marine chemical transportation company with a total sailing fleet of forty five vessels, transporting a wide variety of cargoes such as organic chemicals, non-organic chemicals, clean and dirty petroleum products, vegetable oils and lube oils.
About Team Tankers International Ltd.:
Team Tankers International Ltd. is a leading marine chemical transportation company with a total sailing fleet of forty five vessels, transporting a wide variety of cargoes such as organic chemicals, non-organic chemicals, clean and dirty petroleum products, vegetable oils and lube oils.
Disclaimer
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. In particular, the securities referenced herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state and may not be offered or sold in the United States absent registration or pursuant an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws. The Exchange Offer will not be made in or into the United States and, subject to certain exceptions, cannot be accepted from the United States. 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.
Neither this press release nor any copy of it may be released to any U.S. wireservice or distributed or sent, directly or indirectly, into the United States, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The distribution of this announcement into other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.
This press release contains forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe," "expect," "anticipate," "intends," "estimate," "will," "may," "continue," "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company 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 release by such forward-looking statements.
The information, opinions and forward-looking statements contained in this release speak only as at its date, and are subject to change without notice. The Company disclaims any obligation to update and revise any forward-looking statements, whether as a result of new information, future events or otherwise.