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Reference is made to previous announcements in respect of the restructuring (the “Restructuring”) of Sevan Marine ASA (“Sevan Marine” or the “Company”) and the contemplated offering of new shares in the company for gross proceeds of up to approximately NOK 141 million (or approximately USD 25 million) (the “Contemplated Offering”).
NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
NO SECURITIES ARE BEING OFFERED PURSUANT TO THIS RELEASE. AN OFFERING OF ANY SECURITIES OF THE COMPANY WOULD ONLY BE MADE PURSUANT TO THE TERMS OF A PROSPECTUS PREPARED FOR THAT PURPOSE.
In the Contemplated Offering, the Company will in accordance with the terms of the Restructuring, and subject to applicable securities laws and the terms and conditions to be set out in a prospectus to be approved by the Norwegian Financial Supervisory Authority, allocate the new shares to be offered to subscribers who:
- are registered as holders of shares in Sevan Marine under the ISIN NO 001 0187032 (the regular share ISIN of the Company’s shares) in the register of shareholders’ of Sevan Marine with the Norwegian Central Securities Depositary (the “VPS”) as of expiry of December 7, 2011 (the “Record Date”) (“Eligible Shareholders”), and
- were bondholders in the “14% Sevan Marine ASA Callable Senior Unsecured Bond Issue 2010/2014”, ISIN 001 059362.7 (the “Unsecured Bond Loan”) and who received new shares in the conversion of a portion of such bond loan (the “Debt Conversion”) (the “Eligible Bondholders”, and taken together with the Eligible Shareholders, the “Eligible Holders”).
For the purposes of determining shareholders’ eligibility, Sevan Marine will look solely to its shareholders’ register as of expiry of the Record Date. For the purposes of determining bondholders’ eligibility, Sevan Marine will rely solely on information provided by Norsk Tillitsmann ASA (“Norsk Tillitsmann”), the loan trustee for the Unsecured Bond Loan.
In the Contemplated Offering, when made, 75% of the new shares to be offered will be reserved for the Eligible Shareholders (the “Shareholder Portion”), whereas 25% of the new shares to be offered will be reserved for the Eligible Bondholders (the “Unsecured Bondholder Portion”).
For each share (par value NOK 4.00) recorded as held in Sevan Marine under the ISIN NO 001 0187032 as of expiry of the Record Date, the Eligible Shareholder will be entitled to allocation of approximately three (3) new shares (the “Shareholder Allocation Right”).
For each share (par value NOK 4.00) received by an Eligible Bondholder in the Debt Conversion, the Eligible Bondholder will be entitled to allocation of approximately one (1) new share (the “Bondholder Allocation Right”, and taken together with the Shareholder Allocation Right, the “Allocation Rights”).
Assuming issuance of all shares offered in Contemplated Offering, the shares to be issued in the Contemplated Offering will constitute approximately 40% of the shares capital and votes of the Company.
Tomorrow, December 2, 2011 will be the last day of trading of the shares in Sevan Marine inclusive of Shareholder Allocation Rights.
The per share subscription price in the Contemplated Offering will, in accordance with the terms of the Restructuring, be NOK 6.70 per new share (par value NOK 4.00); equal to the subscription price in the directed placement towards Teekay Service Holdings Cooperatief U.A., an affiliate of Teekay Corporation (“Teekay”) (the “Teekay Placement”), and the Debt Conversion.
The Allocation Rights will not be tradable or transferable. The Eligible Shareholders who do not use their Allocation Rights will experience a significant dilution as a result of the Teekay Placement, the Debt Conversion and the Contemplated Offering. The Allocation Rights would normally have an economic value if the shares trade above the subscription price during the subscription period for the Contemplate Offering. Upon expiry of the subscription period, the Allocation Rights will expire and have no value.
Reference is further made to Teekay’s announced mandatory offer for shares of Sevan Marine. Teekay’s mandatory offer will not comprise the new shares to be issued in the Contemplated Offering. Upon issuance, the new shares resulting from the Contemplated Offering will be issued under a separate ISIN from the shares comprised by Teekay’s mandatory offer, and traded on Oslo Børs under a trading symbol separate from the other shares in the Company in anticipation of settlement of Teekay’s mandatory offer.
Further information in respect of the Contemplated Offering will be published by the Company in due course.
Sevan Marine ASA
Contacts:
Marit Ytreeide, Press Contact (Media)
+47 901 28 308 mobile
Carl Lieungh, CEO, Sevan Marine ASA (Media)
+47 374 04 000 office
Reese McNeel, CFO, Sevan Marine ASA (Analysts)
+47 374 04 000 office
Company web-page: www.sevanmarine.com
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No offer to buy, sell or exchange any securities:
This press release is issued pursuant to the requirements of Norwegian law and the Oslo Børs and is not an offer to buy, sell or exchange any of the securities described herein. This press release may not be relied upon by any person to whom it was not intended to be provided. The press release is explicitly not an offer of securities for sale or exchange in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Sevan Marine has not registered, and the Company does not intend to register, any portion of their securities in the United States.
Forward-looking statements:
This press release includes statements that may constitute forward-looking statements. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond Sevan Marine's control. All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. |