NOCC: CONTEMPLATED PRIVATE PLACEMENT
Monday, 20 February 2012 | 13:09
Reference is made to the announcement by Norwegian Car Carriers ASA (the "Company") on 13 February 2012, concerning a contemplated private placement of new shares
After feedback from certain shareholders the Board has resolved to reduce the size of the private placement of up maximum NOK 120 million in gross proceeds. The effective order price is unchanged at NOK 1.85 per share. The Company has received pre-commitments for NOK 80 million from Klaveness Ship Investments AS, a subsidiary of Klaveness Marine Holding AS. Following, and subject to, completion of the private placement, Klaveness Ship Investments AS will have an ownership share in the Company of about 26.2%. The minimum order in the private placement has been set to the NOK equivalent of EUR 50,000.
The application period for the private placement will close on 17 February 2012 at 17:30 CET. The Company may, however, at any time resolve to close or extend the application period at its own discretion.
The net proceeds from the private placement will be used to finance the equity portion of the two car carriers and for general corporate purposes.
Completion of the private placement will remain subject to the approval by an Extraordinary General Meeting of the Company, expected to be held on or about 12 March 2012 (the "EGM"). In addition to approving the issuance of shares under the private placement, as the current nominal value of the shares exceeds the order and current market price, the EGM will also be requested to approve a reduction of the nominal value of the Company's shares from NOK 3.00 to NOK 1.85. The timing of this reduction will, however, require an interim period of approximately two months following the EGM's approval. To cater for this, but at the same time ensure the immediate availability of funds from the private placement for the Company, the shares to be issued in the private placement is expected to be a temporary special class of shares (A-shares), which will be formally subscribed for at a price of NOK 3.00 (the current nominal value), but which during such interim period until the nominal value reduction is effected, shall have increased voting and dividend rights in the ratio 3/1.85 to adjust for the overcharge. Once the statutory requirements for the nominal value reduction have been met, the A-shares will be automatically converted into ordinary shares of the Company (again in the ratio 3/1.85), thus effectively giving a subscription price of NOK 1.85 for each new ordinary share ultimately issued in the private placement. For further details on this, please see the notice for the EGM expected to be dispatched on or about 20 February 2012.
The EGM is further expected to consider a recommendation by the Election Committee of the Company to appoint Carl Petter Finne, CEO of Klaveness Marine Holding AS, as a new board member in the Company.
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, and the abovementioned nominal value reduction and A-shares conversion is completed.
Subscribers in the private placement, other than the pre-committed investors, may however receive settlement by way of already issued, existing and tradable shares made available through a lending or other arrangement with certain existing shareholders.
ABG Sundal Collier Norge ASA, Nordea Markets and RS Platou Markets AS act as Joint Lead Managers and Joint Bookrunners.
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 offered to participate 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.
Source: NOCC (Norwegian Car Carriers ASA)