NOCC: Contemplated private placement
Tuesday, 14 February 2012 | 11:00
Norwegian Car Carriers ASA has signed an agreement with an undisclosed party to acquire two state of the art 6,500 CEU car carriers built in 1998 and 1999 with expected closing of the transaction in late March 2012. The total net cash investment for the vessels will be approximately USD 74.0 million. The Company has received firm debt financing offers for a total amount of USD 60 million in order to partly finance the acquisition. The remaining purchase price will be financed with equity. The consummation of the acquisition of the 1998 built vessel is dependent on a successful completion of the contemplated private placement.
Both vessels are on long term time charter to one of the major car carrier operators until 2018 and 2019 for the 1999 built and 1998 built vessel respectively. The two vessels are estimated to generate an EBITDA of about USD 9.9 million in 2012, USD 12.6 million in 2013 and USD 11.7 million in 2014. For the 1999 built vessel, the charterer has a purchase option in May 2015. The acquisition will have a positive effect on the Company's earnings and cash flow.
The Company has retained RS Platou Markets AS, ABG Sundal Collier ASA, and Nordea Markets, as Joint Lead Managers and Joint Bookrunners (collectively referred to as the "Managers") to advise on and effect a private placement of new shares directed towards Norwegian investors and international institutional investors (the "Private Placement"). The gross proceeds of the contemplated Private Placement will amount to minimum NOK 161 million through an issue of minimum 87,027,028 new ordinary shares. The order price is NOK 1.85 per share. Klaveness Ship Investments AS, a subsidiary of Klaveness Marine Holding AS has pre-subscribed for NOK 80 million of the Private Placement. Following the contemplated private placement Klaveness Ship Investments AS will have an ownership share in the Company of about 24%.
The minimum order in the Private Placement has been set to the NOK equivalent of EUR 50,000.
The net proceeds from the Private Placement will be used to finance the equity portion of the two abovementioned car carriers and for general corporate purposes.
The application period commences 13 February 2012 at 09:00 CET and will close on 17 February 2012 at 18:00 CET. The Company may, however, at any time resolve to close or extend the application period at its own discretion.
The Private Placement is subject to the approval from the Extraordinary General Meeting, expected to be held on or about 6 March 2012, approving the share capital increase in connection with the Private Placement and a prior reduction of the Company's share capital by reducing the nominal value per share from NOK 3.0 to NOK 1.85. The Election Committee of the Company will be requested to propose that Carl Petter Finne, CEO of Klaveness Marine Holding AS, is elected as a new board member in the Company at The Extraordinary General Meeting.
A listing Prospectus will be prepared in connection with the listing of the new shares on Oslo Børs. The new shares to be issued will not be tradable until the Prospectus has been approved by the Norwegian FSA.
Subject to authorisation by the EGM and market conditions, the Board will propose a subsequent offering directed to shareholders of the Company who was not contacted by the Company or the Managers in the Private Placement (a "Subsequent Offering"). There can, however, be no guarantee that such Subsequent Offering will be resolved or authorized by the EGM. Investors in the U.S, Japan, Australia and Canada will be excluded from subscribing in the Subsequent Offering.
For information regarding subsequent events in the Company since the presentation of the financial report for the third quarter of 2011, please refer to the Investor Presentation page 27 published on the Company's website.
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