Terms for TransAtlantic’s rights issue set

This press release is not intended for distribution, publication or release, directly or indirectly, into the United States, Australia, Canada, Hong Kong or Japan.

On October 5, 2011, Rederi AB TransAtlantic (publ) (“TransAtlantic”) announced a rights issue of approximately SEK 550 M to finance the acquisition of SBS Marine (Holdings) Ltd as well as to strengthen the company’s financial position in advance of the forthcoming division of the group. Today, TransAtlantic’s Board of Directors is announcing the terms for the rights issue.

• Shareholders in TransAtlantic have preferential rights to subscribe for one new share of series A or series B for every existing share of series A or series B respectively.
• The subscription price is SEK 10 per share, corresponding to total rights issue proceeds of no more than approximately SEK 555 M before issue costs.
• The subscription period will run from and including November 15 up to and including December 1, 2011.
• Subscription undertakings for the entire rights issue have been obtained from existing shareholders in TransAtlantic.
• The rights issue is subject to approval by the Extraordinary General Meeting, which will be held on November 7, 2011.

 
Terms for the rights issue
For every share of series A in TransAtlantic the holder is entitled to one (1) series A subscription right and for every share of series B the holder is entitled to one (1) series B subscription right. One (1) series A or series B subscription right entitles the holder to subscribe for one (1) new share of the corresponding series (primary subscription right). The subscription price is SEK 10 per share, which means that the rights issue will raise a maximum of approximately SEK 555 M, before issue costs, through the issue of no more than 55 451 350 new shares. Through the rights issue, the company’s share capital will increase by no more than SEK 554 513 500.

Shares not subscribed for by primary preferential right shall be offered to all shareholders for subscription (subsidiary preferential right). Upon sale of the subscription right (the primary preferential right), the subsidiary preferential right is also passed on to the new holder. There will be no subscription for shares without preferential rights.

The record date at Euroclear Sweden AB, for participation in the rights issue is November 10, 2011. This means that the TransAtlantic share will trade excluding preferential rights to participate in the rights issue from and including November 8, 2011.

The subscription period will run from and including November 15 up to and including December 1, 2011 or such later date as decided by the Board of Directors. Trading in subscription rights will take place on NASDAQ OMX Stockholm from and including November 15 up to and including November 28, 2011.

Please note that the subscription rights are expected to have an economic value. In order not to lose the value of the subscription rights, the shareholders must either exercise the subscription rights and subscribe for new shares or sell the subscription rights that have not been exercised.

Preliminary timetable for the rights issue

 
Subscription undertakings
Kistefos AS (through the wholly owned subsidiary Viking Supply Ships AS) (“Kistefos”) and Folke Patriksson (through Enneff Rederi AB and Enneff Fastigheter i Skärhamn AB (jointly ”Enneff”)), which collectively hold approximately 65 per cent of the votes and approximately 54 per cent of the shares in TransAtlantic, have entered into commitments to vote in favour of the rights issue at the Extraordinary General Meeting, which will be held on November 7, 2011, as well as to subscribe for their respective pro rata shares in the planned rights issue (“the Subscription Commitments”). In addition, Lindéngruppen AB, holding approximately 8 per cent of the votes and 6 per cent of the shares in TransAtlantic, has expressed its support for the rights issue and declared its intention to vote in favour of the rights issue at the Extraordinary General Meeting as well as to subscribe for its pro rata share of the planned rights issue. Moreover, Kistefos has entered into a commitment to subscribe for shares for up to SEK 260 M in addition to its pro rata share of the rights issue, in case the rights issue should not be fully subscribed by the remaining shareholders (“the Undertaking”). Consequently, subscription undertakings for the entire rights issue have been obtained.

Kistefos could, as a consequence of the Subscription Commitment and the Undertaking, come to hold a maximum of approximately 73 per cent of the capital and 67 per cent of the votes in TransAtlantic. Kistefos has been granted an exemption from the mandatory offering rules by the Swedish Securities Council (Sw. Aktiemarknadsnämnden) in case Kistefos’ share of votes should increase, which under the earlier rulings by the Swedish Securities Council (AMN 2010:27 and AMN 2010:28) would otherwise trigger the mandatory offering rules. The Swedish Securities Council´s ruling to grant an exemption from the mandatory offering rules, insofar as concerns the Undertaking, is conditioned upon approval of the Board of Directors’ resolution on the rights issue by shareholders representing not less than two-thirds of the votes cast and shares represented at the Meeting, with disregard from the shares that are held and represented by Kistefos at the Extraordinary General Meeting.

Amendments to the Articles of Association, reduction of the share capital and resolution on transfer to the share capital from available non-restricted capital (items 6 a, b, c and e on the agenda for the general meeting)
To facilitate and create flexibility when determining the final terms of the rights issue, a proposal from the Board of Directors to reduce TransAtlantic’s share capital with SEK 332,708,100, reducing the quota value of the shares from SEK 10 to SEK 4, was made public on October 5, 2011 (item 6 b on the agenda for the general meeting). To enable the proposed reduction of the share capital, the Board of Directors also proposed to amend the Articles of Association as to the limits for the share capital (item 6 a on the agenda for the general meeting). Moreover, the Board of Directors proposed, in the event and to the extent required, should the subscription price in the rights issue be determined to an amount less than the quota value of the shares, that TransAtlantic’s share capital should be increased by transfer of required funds from the non-restricted equity. (item 6 e on the agenda for the general meeting).

The terms for the rights issue, which have now been determined by the Board of Directors, mean that there is no need to proceed with the proposals described above. The Board of Directors has thus decided to withdraw the proposed resolutions under items 6 a, b and e on the agenda for the general meeting.

In addition, the Board of Directors has proposed another amendment of the Articles of Association of the Articles of Association to enable the rights issue (item 6 c on the agenda for the general meeting). This proposal, concerning amendments to the Articles of Association as to the limits of the share capital and the number of shares, is still to be resolved upon on the Extraordinary General Meeting.

The complete notice of the Extraordinary General Meeting is available under press releases on TransAtlantic’s website www.rabt.se.

Amendments to the Articles of Association, reduction of the share capital and reduction of the statutory reserve (item 7 on the agenda for the general meeting)
As a step in the planned division of the Group under the so called lex Asea rules, the Board of Directors has proposed that the Articles of Association are amended, and that TransAtlantic’s share capital and statutory reserve are reduced (item 7 a-c on the agenda for the general meeting). Based on the terms for the rights issue, which have been determined by the Board of Directors, the board proposes that the amount by which the share capital should be reduced is set to SEK 998,124,300. After the reduction the share capital totals SEK 110,902,700.

 
Advisers
Nordea and SEB Enskilda are financial advisors, and Advokatfirman Lindahl is legal advisor to TransAtlantic.

 
Skärhamn, November 3, 2011

Rederi AB TransAtlantic (publ)

 
For additional information, please visit www.rabt.se or contact:
Rolf Skaarberg, Chief Executive Officer of TransAtlantic                                     tel +46 (0)304 67 47 00

Rederi AB TransAtlantic (publ), org.nr. 556161-0113
Box 32, 471 21 Skärhamn
Tel +46 (0)304 67 47 00
www.rabt.se

 
TransAtlantic is obliged to make this information public according the Financial Markets Act and the Financial Instruments Trading Act (Sw: lagen om värdepappersmarknaden and lagen om handel med finansiella instrument). The information was submitted for publication at 8.30 am.

 
IMPORTANT INFORMATION

THIS PRESS RELEASE AND THE INFORMATION HEREIN MAY NOT, AS REGARDS THE INFORMATION ON THE RIGHTS ISSUE DESCRIBED IN THE PRESS RELEASE, BE DISTRIBUTED, PUBLISHED OR DISCLOSED, DIRECTLY OR INDIRECTLY, AND IS NOT DIRECTED TO PERSONS IN OR WITH DOMICILE IN THE UNITED STATES, AUSTRALIA, CANADA, HONGKONG OR JAPAN, OR ANY OTHER COUNTRY OR JURISDICTION WHERE IT IS NOT PERMITTED TO PURCHASE OR SELL THE SUBSCRIPTION RIGHTS, THE SHARES OR PAID SUBSCRIBED SHARES, AND THE INFORMATION MAY NOT BE REPRODUCED IN ANY WAY, PARTLY OR ENTIRELY.

The information on the rights issue in this press release is not an offer for subscription for shares in TransAtlantic. A prospectus relating to the rights issue referred to in this press release and the subsequent listing of the shares at NASDAQ OMX Stockholm has been prepared and filed with the Swedish Financial Supervisory Authority. After approval of the prospectus by the Swedish Financial Supervisory Authority, the prospectus will be published and made available on inter alia TransAtlantic’s website.

The distribution of this press release in certain jurisdictions may be restricted by law and persons into whose possession it or any part of it comes should inform themselves about and observe any such restrictions. The information in this press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would require preparation of further prospectuses or other offer documentation, or be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

This press release does not constitute, nor is it a part of, an offer to the public or anyone else, or a solicitation of an offer to buy or subscribe for securities in the United States. None of the securities mentioned in the press release have been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or in any other jurisdiction outside Sweden. Securities may not, in the absence of such registration, be offered or transferred in or into the United States or to “U.S. Persons” (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

This press release has not been approved by any authority. This press release is not a prospectus and investors should not subscribe for or purchase securities referred to in this press release, except on information in the prospectus published on TransAtlantic’s website in due order.