The board of TransAtlantic resolves on terms for the new share issue

This press release may not be made public, published or distributed, directly or indirectly, in or into the United States, Australia, Japan, Canada or in any other jurisdiction, where such action is subject in full or in part to legal restrictions.

Summary

• Shareholders in Rederi AB TransAtlantic (publ) (”TransAtlantic” or the ”Company”) will have preferential right to subscribe for one (1) new A-share and B-share respectively, for every three (3) existing A-shares and B-shares respectively
  
  
• The Company’s share capital shall be increased by not more than approximately SEK 37 million through the issuance of approximately 37 million new shares
  
  
• The subscription price is SEK 4.00 per share, corresponding to total rights issue proceeds of no more than approximately SEK 148 million before transaction costs
  
  
• The subscription period will run from and including 12 November up to and including the 28 November 2013
  
  
• The rights issue is fully covered through a subscription and guarantee undertaking, by the Company’s main shareholder Kistefos AS (through the wholly-owned subsidiary Viking Invest AS) (”Kistefos”)
  
  
• The rights issue is subject to approval by an Extraordinary General Meeting (“EGM”), which will be held on 5 November 2013

The rights issue
On 4 October 2013, TransAtlantic announced that the Board of Directors has resolved on a new share issue of no more than approximately SEK 150 million before transaction costs with the intention of repaying the short term debt certificates, issued on 24 June 2013 for the purpose of financing the Company’s restructuring and strategic positioning program. The board of directors has now resolved on the subscription price and the terms for the rights issue.

Each A-share held on the record date entitles one (1) subscription right of series A and each B-share held on the record date entitles one (1) subscription right of series B. The subscription rights allow the shareholder a primary preferential right to subscribe for new shares, where three (3) subscription rights of series A and series B respectively, give the right to subscribe for one (1) new A-share and B-share respectively. New shares not subscribed for on the basis of primary preferential rights will be offered for subscription to all shareholders (subsidiary preferential right). Subscription of new shares without the support of primary or subsidiary preferential right will not be possible. Shares not subscribed for on the basis of primary or subsidiary preferential right shall be allotted to Kistefos as issue guarantor.

The Company’s share capital shall be increased by not more than SEK 36,967,566 through the issuance of a maximum number of 2,423,947 shares of series A and a maximum number of 34,543,619 shares of series B. The subscription price is SEK 4.00 per share, corresponding to total rights issue proceeds of no more than SEK 147,870,264 before transaction costs.

The rights issue is subject to approval by an EGM, which will be held in Gothenburg on 5 November 2013, at 12.00 noon (CET). The notice to the EGM was made public on 4 October 2013 and is available on TransAtlantic’s website, www.rabt.se. The record date at Euroclear Sweden AB for entitlement to subscription rights is 8 November 2013. The subscription period runs from 12 November up to and including the 28 November 2013, or a later date to be decided by the board of directors.

Subscription and guarantee undertakings
The Company’s largest shareholder Kistefos, holding approximately 62.9 per cent of the capital and approximately 58.4 per cent of the votes in TransAtlantic, has undertaken to subscribe for shares in the rights issue corresponding to their pro rata share holding (the “Subscription Undertaking”). In addition, Kistefos has guaranteed the remaining part of the rights issue, i.e. undertaken to subscribe for any shares that other shareholders do not subscribe for with primary or subsidiary preferential rights, corresponding to approximately 37.1 per cent of the rights issue (the “Guarantee Undertaking”). Consequently, the rights issue is fully covered. Guarantee commission of SEK 822 thousand will be paid, corresponding to 1.5 per cent of Kistefos’ maximum guaranteed amount.

If the rights issue is not fully subscribed for, Kistefos will, due to fulfilment of the Subscription and Guarantee Undertaking, increase its share of the capital and votes in the Company. The maximum share of capital and votes that Kistefos may reach following the rights issue is 72.2 per cent of the capital and 68.8 per cent of the votes. The Swedish Securities Council (Aktiemarknadsnämnden) has granted Kistefos an exemption from the mandatory bid requirement in the event that Kistefos’ share of votes in the Company would increase (AMN 2013:38), which pursuant to the Swedish Securities Council’s previous decisions (AMN 2010:27 and AMN 2011:25) would trigger a mandatory bid. A condition for the Swedish Securities Council’s exemption from the mandatory bid in respect of the Guarantee Undertaking is that the shareholders approve the Board of Directors’ new share issue resolution at a general meeting with at least two thirds majority of both the votes cast and the shares represented at the general meeting, disregarding shares owned and represented by Kistefos. The Guarantee Undertaking is therefore conditional on the approval by the EGM on 5 November 2013 with such a majority.
               

Preliminary timetable for the rights issue

5 November
The EGM resolves on approval of the Board of Directors’ rights issue resolution

5 November
Last day of trading in TransAtlantic share including subscription

8 November
Record date for allotment of subscription rights, i.e. shareholderswho are registered in the Company’s share register as of this daywill receive subscription rights for participation in the rightsissue

8 November
Estimated date for publication of the prospectus

12-25 November
Trading in subscription rights

12-28 November
Subscription period (subscription through payment)

3 December
Estimated date for announcement of the outcome
        

Financial and legal advisors
Swedbank Corporate Finance is acting as financial advisors and Mannheimer Swartling Advokatbyrå is acting as legal advisor to TransAtlantic in conjunction with the rights issue.

For further information, please contact
Carina Dietmann, Head of Corporate Communications, phone: 031-763 2334, carina.dietmann@rabt.se

Important information
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in Rederi AB TransAtlantic (publ). Any invitation to the persons concerned to subscribe for shares in TransAtlantic will only be made through the prospectus that TransAtlantic estimates to publish on or about 8 November 2013.

This press release may not be published or distributed, directly or indirectly in or into the United States, Australia, Japan, Canada or any other jurisdiction where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, registrations or other actions in addition to what follows from Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in such a manner that contravenes such restrictions or would require such requirements. Failure to comply with this instruction may result in a violation of applicable securities laws.

No subscription rights, BTAs (interim shares) or new shares will be registered under the United States Securities Act of 1933 (“Securities Act”) or securities legislation in any other state or other jurisdiction in the United States and may not be offered, subscribed, sold or transferred, directly or indirectly within the United States, other than pursuant to an exemption from the registration requirements of the Securities Act and in accordance with securities laws in relevant state or other jurisdiction in the United States.

This press release may contain forward-looking statements which reflect TransAtlantic’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties because they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the real outcome could differ materially from the forward-looking statements.

Rederi AB TransAtlantic is a leading Swedish shipping company with headquarters in Gothenburg, Sweden and additional offices in Europe. The company is organized into two business areas: Industrial Shipping and Viking Supply Ships. The company has about 900 employees and the turnover in 2012 was MSEK 3,274. The Industrial Shipping business area consists of three divisions: Container, RoRo and Bulk. The company’s B-shares are listed on the NASDAQ OMX Stockholm, Small Cap segment. www.rabt.se  

TransAtlantic is obliged to make this information public according to the Financial Markets Act and/or the Financial Instruments Trading Act (Sw: lagen om värdepappersmarknaden and lagen om handel med finansiella instrument). The information was submitted for publication on 30 October 2013 at 08.32 a.m (CET).

Rederi AB TransAtlantic (publ)
P O Box 8809, 402 71 Gothenburg, Sweden, ph +46 31-763 23 00
Org nr 556161-0113, www.rabt.se

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