Farstad Shipping ASA – Key information relating to the conditional repair issue
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Ålesund, Norway, 13 February 2017 – Reference is made to the announcement by Farstad Shipping ASA ("Farstad" or the "Company") earlier today regarding a fully subscribed private placement. The completion of the private placement is conditional upon the conditions for the Farstad restructuring being fulfilled, including, amongst other things, approval by the bondholders in the Company's two outstanding bond loans FAR03 and FAR04, the approval of the credit committees of senior lenders, and relevant corporate resolutions, including the approval by the Company's shareholders' meeting within 30 June 2017.
The Company's Board of Directors has proposed that the shareholders' meeting to be held on 3 March 2017 authorise the Board of Directors to carry out a repair issue for a total subscription amount of NOK 50 million, to be directed towards existing shareholders and bondholders as per the end of the last day of the subscription period (10 February 2017, as recorded in the VPS on 14 February 2017) who did not receive allocation in the private placement. Eligible shareholders and bondholders will, subject to completion of the restructuring, be granted non-transferable rights to subscribe for and, upon subscription, be allocated new shares in the Company of which the eligible shareholders will be granted subscription rights for shares with a subscription amount of NOK 45 million and the eligible bondholders will have a right to subscribe for a subscription amount of NOK 5 million. Each of Aker Capital AS ("Aker") and Hemen Holding Limited ("Hemen") have guaranteed the full subscription of NOK 25 million of the repair issue, such that the aggregate amount thereof guaranteed is NOK 50 million.
For further details, please refer to the notice of the shareholders' meeting published on 10 February 2017. All details about the repair issue will be set out in a prospectus to be published in connection with the repair issue as well as the listing of the shares issued in connection with the Farstad restructuring.
Key information in relation to the conditional repair issue:
|Date on which the terms and conditions of the repair issue were announced:||13 February 2017|
|Last day including right:||10 February 2017|
|Ex-date:||13 February 2017|
|Record date:||14 February 2017|
|Date of approval:||3 March 2017|
|Maximum number of new shares:||NOK 142,857,142 (underwritten)|
|Subscription price per share:||NOK 0.35|
As of today, the Company has a total number of 39,000,000 shares, with each share having a nominal value of NOK 1.
As part of the Farstad restructuring, the Company will carry out a share capital reduction in order to reduce the nominal value of the Company's shares to NOK 0.05. Subject to and following the conversion of bond debt, certain bank debt and lease debt, certain interest owed to senior lenders and F-Shiplease AS, and completion of the NOK 600 million new equity issues (all as contemplated by the Farstad restructuring and as further described in the notice of the shareholders' meeting published on 10 February 2017), the Company will have a total number of 4,720,683,537 shares, each with a nominal value of NOK 0.05.
Following completion of the conditional repair issue, the Company will have a total number of 4,863,540,679 shares, each with a nominal value of NOK 0.05.
This information is published in accordance with the requirements of the Continuing Obligations.
For further information, please contact:
CEO Karl-Johan Bakken, tel. +47 901 05 697
CFO Olav Haugland, tel. +47 915 41 809
Farstad Shipping's fleet currently consists of 56 vessels (27 AHTS, 22 PSV and 7 SUBSEA). The Company's operations are managed from Aalesund, Melbourne, Perth, Singapore, Macaé and Rio de Janeiro with a total of 1,500 employees engaged onshore and offshore. The Company's strategy is to be a leading quality provider of large, modern offshore service vessels to the oil industry.
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia).
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States. The issue and exercise of subscription rights and the subscription or purchase of shares in the Company are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the managers assume any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The managers are acting for the Company and no one else in connection with the repair issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the repair issue and/or any other matter referred to in this release.
Certain statements contained herein that are not statements of historical fact, may constitute forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results or events concerning the Company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. None of the Company, the managers or any of their affiliates or advisors provide any assurance that the assumptions underlying such forward-looking statements are free from errors nor do any of them accept any responsibility for the future accuracy of the opinions expressed in this press release or the actual occurrence of the forecasted developments. Except as may be required by applicable law or stock exchange regulation, neither the Company nor the managers, or any of their affiliates or advisors, assume any obligation to update any forward-looking statements or to confirm these forward-looking statements to actual results.