ABG Sundal Collier ASA, Fearnley Securities AS and Clarksons Platou Securities AS acted as joint-lead managers and joint bookrunners in the Private Placement.
Awilhelmsen Offshore AS has been allocated 2,320,876 shares in the Private Placement. After completion of the Private Placement, Awilhelmsen Offshore AS will own 20,240,814 shares in the Company (37.08% of shares outstanding following the Private Placement). Awilhelmsen Offshore AS is represented on the Board of Directors of the Company through Sigurd E. Thorvildsen and Henrik Fougner. Accounts related to QVT Financial LP have been allocated 534,988 shares in the Private Placement. After completion of the Private Placement, accounts related to QVT Financial LP will own 4,665,895 shares in the Company (8.55% of shares outstanding following the Private Placement). QVT Financial LP is represented on the Board of Directors of the Company through Daniel Gold.
The Company and the Managers will enter into a share lending agreement with Awilhelmsen Offshore AS in order to facilitate delivery of the shares allocated in the Private Placement on a delivery versus payment basis. As a result, the Private Placement will be settled with existing and unencumbered shares in the Company that are already listed on Oslo Børs. The shares delivered to the subscribers will thus be tradable on Oslo Børs upon allocation from 11 March 2019. The Managers will settle the share loan with the New Shares which will be delivered to Awilhelmsen Offshore AS on a separate VPS account blocked in favour of the Managers. The blocking of the VPS account will be lifted and the New Shares will be tradable on Oslo Børs once a listing prospectus has been approved by the Financial Supervisory Authority of Norway, expected in May 2019.
Through the issuance of the New Shares, the share capital will be increased by GBP 36,075.00 to GBP 354,779.75 and the number of shares will increase from 49,031,500 to 54,581,500. The Company's share capital following the Private Placement will be GBP 354,779.75 divided into 54,581,500 shares, each with a nominal value of GBP 0.0065.
In connection with the Private Placement, the Board of Directors resolved to set aside the pre-emptive rights of the existing shareholders. The Board of Directors considers this to be in the best interests of the Company and the shareholders since it allows the Company to raise capital more efficiently, at a lower discount and with lower transaction costs than in a rights offering.
The Board of Directors intends to carry out a subsequent offering of up to 800,000 new shares (the "Subsequent Offering"). The Subsequent Offering will be directed towards shareholders in the Company as of close of trading on 8 March 2019, as registered in the VPS on 12 March 2019 (the "Record Date") who were not allocated shares the Private Placement, and who are not resident in a jurisdiction where such offering would be unlawful, or would (in a jurisdiction other than Norway) require any prospectus filing, registration or similar action ("Eligible Shareholders"). Eligible Shareholders will receive non-transferable subscription rights based on their shareholding as of the Record Date. The subscription rights will give Eligible Shareholders a preferential right to subscribe for and be allocated shares in the Subsequent Offering. The subscription price in the Subsequent Offering will be equal to the subscription price in the Private Placement. The Company may issue a separate stock exchange notice with further information about the participation in the Subsequent Offering in due course.
For further information, please contact:
Cathrine Haavind, IR Manager
Phone: +47 93 42 84 64