Farstad Shipping ASA – Approved prospectus and launch of subsequent offering – update on the proposed combination
NOT FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, HONG KONG, CANADA, JAPAN, SWITZERLAND OR THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA)
Ålesund, Norway, 13 March 2017 – Reference is made to previous announcements concerning the restructuring (the "Farstad Restructuring") of Farstad Shipping ASA ("Farstad" or the "Company") and the proposed combination of Farstad, Solstad Offshore ASA and Deep Sea Supply Plc as first announced on 6 February 2017, and latest the announcement of 9 March 2017 regarding the completion of the Farstad Restructuring. Reference is further made to the Company's announcement dated 13 February 2017 regarding certain key information for a subsequent offering.
The Company, Solstad Offshore ASA and Deep Sea Supply Plc are finalizing the proposal for the merger and plan that their board of directors shall resolve on the merger proposal and the statutory merger plan by the end of March 2017. Subject to agreement on final transaction documentation and other closing conditions, the proposed combination is expected to be completed during the first half of 2017.
Moreover, the Financial Supervisory Authority of Norway has on 13 March 2017 approved a prospectus prepared by the Company covering the following:
- The listing on the Oslo Stock Exchange of the 4,681,683,537 new shares (the "Private Placements Shares") issued in several private placements (the "Private Placements"), including by conversion of debt and cash issues towards Aker Capital AS, Hemen Holding Limited, Tyrholm & Farstad Invest AS and certain bondholders (the "Cash Issues"), carried out in relation to the Farstad Restructuring; and
- The subsequent offering and listing on the Oslo Stock Exchange of 142,857,142 new shares (the "Offer Shares") in the Company, at a subscription price of NOK 0.35 per Offer Share (the "Subsequent Offering").
Following publication of the prospectus, the 4,681,683,537 Private Placements Shares will be transferred to the ordinary ISIN of the Company in the VPS system. As a result of the publication of the Prospectus, the Private Placements Shares are listed and tradable on the Oslo Stock Exchange as of tomorrow 14 March 2017.
The Subsequent Offering comprises an offering of 142,857,142 Offer Shares at a subscription price of NOK 0.35 per Offer Share (the "Subscription Price") and is made to facilitate equal treatment of shareholders and bondholders following the Cash Issues in accordance with the Norwegian Securities Trading Act.
The Company's shareholders as at the end of 10 February 2017, as documented by the shareholder register in the Norwegian Central Securities Depository (the "VPS") as of 14 February 2017 (T+2) (the "Record Date"), who are not resident in a jurisdiction where the Subsequent Offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action, and who did not participate in the Cash Issues are being granted non-transferable subscription rights (the "Subscription Rights") to subscribe for and be allocated Offer Shares in the Subsequent Offering based on their shareholding as of that date ("Eligible Shareholders") up to an aggregate subscription amount of NOK 45,000,000.
Each Eligible Shareholder will be granted 6.077935 Subscription Rights for each share in the Company registered as held by such Eligible Shareholder as of the Record Date rounded to the nearest whole Subscription Right. Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for and be allocated one (1) Offer Share in the Subsequent Offering. Over-subscription is allowed. Subject to the below, subscription without Subscription Rights will not be permitted.
Additionally, holders of bonds in the Company's bond issues with ISIN NO 001 0679871 and NO 001 0635964 (the "Bond Issues") as at the end of 10 February 2017, who are not resident in a jurisdiction where the Subsequent Offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action, and who did not participate in the Cash Issues will be granted a preferential right to subscribe for and be allocated Offer Shares in the Subsequent Offering based on their holdings of bonds in the Bond Issues as of that date ("Eligible Bondholders") up to an aggregate subscription amount of NOK 5,000,000. Eligible Bondholders will not receive any Subscription Rights. Over-subscription is allowed.
The subscription period for the Subsequent Offering commences on 14 March 2017 and expires on 21 March 2017 at 16:30 hours, Oslo time (the "Subscription Period"). The Subscription Period may be extended at the discretion of the Company's Board of Directors, however, no longer than until 28 March 2017 at 16:30 hours Oslo time. Please note that Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder.
The Subsequent Offering is managed by ABG Sundal Collier ASA and Pareto Securities AS (the "Managers").
The Prospectus, including the subscription form, is available at www.farstad.com, www.abgsc.no and www.paretosec.com and is also available free of charge at the business offices of the Company at Skansekaia 4A, 6002 Ålesund, Norway and may be obtained by contacting one of the Managers.
Subscriptions may be made by duly completing and delivering the subscription form, in accordance with the terms and conditions set out in the Prospectus, to one of the subscription offices set out therein. Subscribers who are Norwegian citizens may also subscribe for Offer Shares by following the link on www.abgsc.no or www.paretosec.com, which will redirect the subscriber to the VPS online subscription system. In order to use the online subscription system, the subscriber must have, or obtain, a VPS account number. All online subscribers must verify that they are Norwegian citizens by entering their national identity number (Norwegian: "personnummer").
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.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Hong Kong, Canada, Japan, Switzerland or the United States (including its territories and possessions, any state of the United States and the District of Columbia).
This release is an announcement issued pursuant to legal information obligations, and 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") or under the securities laws of any state of the United States and accordingly, the securities may be offered or sold in the United States pursuant only to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any applicable state securities laws. 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. The securities referred to herein have not been and will not be registered under the applicable securities laws of Australia, Canada, Hong Kong, Japan or Switzerland and may not be offered, sold, taken up, exercised, resold, delivered or transferred, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan or Switzerland. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Hong Kong, Japan, Switzerland or the United States. The subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assumes 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 violation of the securities laws of any such jurisdiction. The Managers are acting for the Company and no one else in connection with the Subsequent Offering 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 any other matter referred to in this release.
This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.