Viking Line Abp convenes an extraordinary general meeting to authorise a potential offering of new shares
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Viking Line Abp INSIDE INFORMATION 29.10.2021 2021, 08.55 AM EEST
Viking Line Abp convenes an extraordinary general meeting to authorise a potential offering of new shares
The Board of Directors of Viking Line Abp (the “BoD”) (the “Company” or “Viking Line”) has resolved to commence preparations for a potential share issue with pre-emptive rights for existing shareholders (“the Offering”) in order to strengthen the capital structure as well as the financial and liquidity position of the Company, which have been impacted by the exceptional circumstances caused by the Covid-19 pandemic. The aim of the Offering is also to support the execution of the Company’s strategy and potential for continuation of profitable growth in the post-pandemic environment. A prerequisite for the Offering to be carried out is that the Company is granted a waiver for the covenants included in the financing arrangements regarding the new ship under construction.
Through the potential Offering, Viking Line is targeting gross proceeds of approximately EUR 50 million. The Offering is planned to be executed by the end of March 2022, at the latest.
The BoD has today decided to convene an extraordinary general meeting (“EGM”) to authorise the BoD to resolve on an offering of up to 6,480,000 new shares and to change the articles of association to enable such offering. The subscription price would indicatively be EUR 8.00 per share and shareholders of the Company would be entitled to subscribe for three (3) new shares for each five (5) shares held by such shareholder. The BoD may amend the aforementioned indicative terms of the Offering proposed to the EGM ahead of the EGM, in case of, inter alia, changed conditions related to the Company, its operating environment, or the capital markets.
A group of the Company’s larger shareholders comprising Maelir Ab, Ångfartygs Ab Alfa, Rederi Ab Hildegaard, Ben Lundqvist, Nils-Erik Eklund, Marie-Louise Sviberg, Dick Lundqvist, Stefan Lundqvist and Gert Sviberg, who together represent in aggregate more than 50 percent of the shares and votes in the Company, have each separately and irrevocably committed to support the proposals of the BoD and, subject to certain conditions, to subscribe for shares in the Offering on the basis of subscription rights allocated to them, corresponding to approximately 54 percent of the shares offered in the Offering.
The EGM is convened to be held on 22 November 2021. Further information is provided in the EGM notice, which will be published later today.
Further information
President and CEO Jan Hanses
Important notice
This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any part of the share issue in the United States or to conduct a public offering of securities in the United States.
The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, in or into United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction where such publication or distribution would violate applicable laws or rules or would require additional documents to be completed or registered or require any measure to be undertaken in addition to the requirements under Finnish law. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.
In any member state of the European Economic Area, other than Finland and Sweden, this release is only addressed to and is only directed to “qualified investors” in that member state within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”).
In the United Kingdom, this release is directed solely at persons (i) who have professional experience in matters relating to investments falling within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) (ii) who are high net worth entities falling within Article 49(2)(A) to (D) of the Order or (iii) to whom the release may otherwise lawfully be directed (all such persons together being referred to as “Relevant Persons”). Any securities mentioned herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
This release does not constitute a prospectus as defined in the Prospectus Regulation and, as such, it does not constitute or form part of, and should not be construed as, an offer to sell, or a solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity in relation to any securities. No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified, does not purport to be full or complete and may be subject to change. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its securities and the transactions, including the merits and risks involved.
The Manager is acting exclusively for the Company and no one else in connection with the rights issue. The Manager will not regard any other person as their respective client in relation to the rights issue. The Manager will not be responsible to anyone other than the Company for providing the duties afforded to its clients, nor for giving advice in relation to the rights issue or any transaction or arrangement referred to herein.
This release includes “forward-looking statements” that are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out to be incorrect. Shareholders should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied in the forward-looking statements. The Company or any of its affiliates, advisors or representatives or any other person undertakes no obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release.
Jan Hanses
President and CEO
jan.hanses@vikingline.com
+358-(0)18-270 00