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Klaveness Combination Carriers ASA – Private placement successfully completed

Reference is made to the stock exchange announcement by Klaveness Combination Carriers ASA on 23 May 2023 regarding the contemplated private placement of new shares (the “Offer Shares”) of NOK equivalent of approximately USD 50 million (the “Private Placement”). The Company hereby announces that it has allocated 7,857,143 new shares in the Private Placement at a subscription price of NOK 70 per share, raising gross proceeds of NOK 550 million or approximately USD 50 million. ABG Sundal Collier ASA, Clarksons Securities AS and DNB Markets, a part of DNB Bank ASA (“DNB Markets”) are acting as Joint Bookrunners (the “Joint Bookrunners”) in connection with the Private Placement.

The net proceeds of the Private Placement will be used to partly fund the equity component of the delivered cost of three CABU newbuilds with expected delivery in Q1-Q3 2026. The Company will fund the remaining equity through cash on balance sheet and assumes securing approx. 60% debt prior to delivery. The transaction and investment are further described in the stock exchange announcement on 23 May 2023.

Notification of allotment of the Offer Shares including settlement instructions will be sent to the applicants through a notification from the Joint Bookrunners on 24 May 2023.

The Offer Shares allocated in the Private Placement are expected to be settled through a delivery versus payment transaction by delivery of existing and unencumbered shares in the Company that are already listed on Oslo Børs, pursuant to a share lending agreement between the Company, Rederiaksjeselskapet Torvald Klaveness and DNB Markets. The Offer Shares will thus be tradable from allocation. DNB Markets will settle the share loan with a corresponding number of new shares in the Company which has been resolved issued by the Board of Directors of the Company (the “Board”) pursuant to the authorisation granted at the Company’s annual general meeting on 25 April 2023.

Following registration of the new share capital pertaining to the Private Placement, the Company will have a share capital of NOK 60,229,143 divided into 60,229,143 shares, each with a par value of NOK 1.00.

The contemplated Private Placement involves that the shareholders’ preferential rights to subscribe for and being allocated the Offer Shares are set aside. The Board has considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the rules on equal treatment under Euronext Oslo Rule Book Part II and the Oslo Stock Exchange’s Guidelines on the rule of equal treatment. The Board is of the view that it is in the common interest of the Company and its shareholders to raise equity through a private placement. A private placement enables the Company to secure equity financing prior to signing the newbuild contract and committing to the investment in the three newbuilds. Further, a private placement will reduce execution and completion risk and allows for the Company to raise capital more quickly, which is particularly important in light of the newbuilds’ payment structure. A private placement will as well enable the Company y to utilize current market conditions, raise capital at a lower discount compared to a rights issue and avoid the underwriting commissions normally seen with rights offerings. Further, the Subsequent Offering, if implemented, will secure that eligible shareholders will receive the opportunity to subscribe for new shares at the same subscription price as that applied in the Private Placement.

The Company intends to carry out a subsequent offering with non-tradeable subscription rights of up to 1,000,000 new shares in the Company which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 23 May 2023 (as registered in the VPS two trading days thereafter), who (i) were not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action. Whether or not such subsequent offering will ultimately take place, will depend inter alia on the development of the price of the shares in the Company after completion of the Private Placement.

Advokatfirmaet Schjødt AS is acting as legal advisor to the Company in connection with the Private Placement.
Source: Klaveness Combination Carriers ASA

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