Klaveness Combination Carriers – Contemplated private placement and listing on the Oslo Stock Exchange
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE LOCAL SECURITIES LAWS OR REGULATIONS OF SUCH JURISDICTION.
Oslo, 2 May 2019: With reference to the announcement of 11 March 2019 regarding engagement of advisers, Klaveness Combination Carriers ASA (“KCC” or the “Company”), the leading owner and operator of modern combination carriers, today announces that the Company intends to launch a private placement to fund additional investments in combination carriers (the “Private Placement”) and list its shares on the Oslo Stock Exchange / Oslo Axess upon completion of the Private Placement (the “Listing”).
Through the Private Placement, the Company intends to raise approx. NOK 200 – 400 million in new equity by the issuance of new shares (the “New Shares”). In addition, the Joint Bookrunners may elect to over-allot a number of additional new shares (the "Additional Shares") equaling up to 15% of the New Shares allocated in the Private Placement. The net proceeds from the Private Placement will be used to finance the equity portion of up to two options for the construction of a seventh and eighth CLEANBU newbuild with Jiangsu New Yangzi Shipbuilding Co., Ltd in China with delivery in Q1 2021.
The New Shares will be offered at a fixed price of NOK 47.50 per share (the "Offer Price"), corresponding to a pre-money equity value of KCC of NOK 1,924 million (equivalent to approx. USD 223 million based on USD/NOK exchange rate of 8.6). The final number of New Shares will be determined by the Company, in consultation with the Joint Global Coordinators, after completion of the application period. It is expected that the New Shares will comprise between 10.4% and 20.8% of the total number of shares in issue prior to the Private Placement, excluding any additional Shares that may be issued pursuant to exercising of the Over-allotment Option (as hereinafter defined), and up to between 12.0% and 23.9% including all additional Shares that may be issued under the Over-allotment Option.
The application period is from 09:00 CEST Monday 6 May 2019 to 14.00 CEST Tuesday 14 May 2019. The application period may be shortened or extended at any time. Subsequent to the completion of the application period for the Private Placement, the Company will apply for listing of all shares in the Company (the "Shares") on the Oslo Stock Exchange / Oslo Axess with an expected first day of trading on or about Wednesday 22 May 2019.
The minimum application and allocation amount in the Private Placement has been set to the NOK equivalent of EUR 100,000. The Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from relevant prospectus and registration requirements are available.
Allocation of New Shares and any Additional Shares will be determined at the end of the application period by the Company's Board of Directors (the "Board") at its sole discretion. The Board will focus on allocation criteria such as (but not limited to) timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon. Allocation letters with payment instructions are expected to be distributed by the Joint Bookrunners on or about 15 May 2019.
The Company and the Joint Bookrunners reserve the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Joint Bookrunners nor the Company will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
ABG Sundal Collier ASA and Clarksons Platou Securities AS are acting as Joint Global Coordinators and Joint Bookrunners and SEB Corporate Finance (a part of Skandinaviska Enskilda Banken AB (publ) Oslofilialen) is acting as a Joint Bookrunner (together the “Joint Bookrunners”) in connection with the Private Placement and the Listing.
Over-allotment and stabilisation activities
In connection with the Private Placement, the Joint Bookrunners may elect to over-allot the Additional Shares, and, in order to permit the delivery in respect of any over-allotments made ABG Sundal Collier ASA (the "Stabilisation Manager") may require the Company's largest shareholder, Klaveness Ship Holding AS (“KSH”), to lend to the Stabilisation Manager, on behalf of the Joint Bookrunners, up to a number of Shares equal to the number of Additional Shares. Further, the Company is expected to grant to the Joint Bookrunners an option to subscribe for a number of new Shares equal to the number of Additional Shares (the "Over-allotment Option"), which may be exercised on behalf of the Joint Bookrunners by the Stabilisation Manager not later than the 30th day following the time at which trading in the Shares commences on the Oslo Stock Exchange / Oslo Axess, at a price equal to the Offer Price, as may be necessary to cover over-allotments and short positions, if any, made in connection with the Prívate Placement. To the extent that the Joint Bookrunners have over-allotted Shares in the Private Placement, the Joint Bookrunners will have created a short position in the Shares. The Stabilisation Manager may close out this short position by buying Shares in the open market through stabilisation activities and/or by exercising the Over-allotment Option.
An announcement will be published on the first day of trading (expected to take place on or about 22 May 2019) announcing whether the Joint Bookrunners have over-allotted Shares in connection with the Private Placement. Any exercise of the Over-allotment Option will be promptly announced by the Stabilisation Manager through the Oslo Stock Exchange’s information system.
The Stabilisation Manager may from the first day of the Listing, effect transactions with a view to support the market price of the Shares at a level higher than what might otherwise prevail, through buying Shares in the open market at prices equal to or lower than the Offer Price. There is no obligation on the Stabilisation Manager to conduct stabilisation activities and there is no assurance that stabilisation activities will be undertaken. Such stabilisation activities, if commenced, may be discontinued at any time, and will be brought to an end at the latest 30 calendar days after the time at which trading in the Shares commences on the Oslo Stock Exchange / Oslo Axess. It should be noted that stabilisation activities might result in market prices that are higher than what might otherwise prevail.
Any stabilisation activities will be conducted in accordance with Section 3-12 of the Norwegian Securities Trading Act and the EC Commission Regulation 2273/2003 regarding buy-back programmes and stabilisation of financial instruments.
Any profit and loss resulting from such over-allotment or stabilisation shall be borne by or be attributed to the Company.
Within one week after the expiry of the 30 calendar day period of price stabilisation, the Stabilisation Manager will publish information as to whether or not price stabilisation activities were undertaken. If stabilisation activities were undertaken, the statement will also include information about: (i) the total amount of Shares sold and purchased; (ii) the dates on which the stabilisation period began and ended; (iii) the price range between which stabilisation was carried out, as well as the highest, lowest and average price paid during the stabilisation period; and (iv) the date at which stabilisation activities last occurred.
For further queries, please contact:
Engebret Dahm, Managing Director
Telephone +47 22 52 62 62
Lasse Kristoffersen, Chairperson
Telephone + 47 22 52 62 38
About Klaveness Combination Carriers ASA:
KCC is the world leader in combination carriers, owning and operating currently nine CABU and one CLEANBU combination carriers with another five CLEANBU combination carriers on order for delivery in the period May 2019 - October 2020. KCC’s combination carriers are built for transportation of both wet and dry bulk cargoes, being operated in trades where the vessels efficiently combine dry and wet cargoes with minimum ballast. In wet mode the CABUs are designed to carry heavy liquid cargoes, such as caustic soda solution (“CSS”), while the CLEANBUs are designed to carry both clean petroleum products (“CPP”) and CSS. KCC is a Norwegian public limited company with its shares registered on the N-OTC.
IMPORTANT NOTICE
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. None of the Joint Bookrunners or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer to sell or a solicitation of any offer to buy or subscribe for any securities referred to in this announcement to any person in any jurisdiction, including the United States, Australia, Canada, Japan, Hong Kong or South Africa or any jurisdiction to whom or in which such offer or solicitation is unlawful.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive ("Qualified Investors"), i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are Qualified Investors and that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
The Joint Bookrunners and their affiliates are acting exclusively for the Company and no-one else in connection with the Private Placement. They will not regard any other person as their respective clients in relation to the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Private Placement, the Joint Bookrunners and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Plcement or otherwise.
Accordingly, references in any subscription matierals to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Joint Bookrunners and any of their affiliates acting as investors for their own accounts. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "aims", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, each of the Joint Bookrunners and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
The Private Placement and the contemplated Listing may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Private Placement will proceed and that the Listing will occur.
Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
