Legal Proceedings Report • May 23, 2016
Legal Proceedings Report
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SEVAN MARINE ASA: Logitel Offshore
We refer to the comments made in our Q4 2015 earnings
release of February 24, 2016 and the 2015 Annual
Accounts released on April 29, 2016 regarding the
review of the circumstances surrounding and the
legality of the Logitel Offshore agreements.
We also refer to comments made regarding the operation
of Arendal Spirit and deferral of delivery of
remaining Logitel Offshore units made in the Q1 2016
earnings release and the Summons to Bondholder Meeting
from Teekay Offshore Partners' ("Teekay") published
May 19, 2016.
The board of Sevan Marine initiated in January 2016 a
review of the circumstances surrounding and the
legality of the Logitel Offshore agreements, including
the USD 60m bond loan granted by Sevan Holding V AS to
Logitel Offshore Pte Ltd ("Logitel") in 2013 and the
Fourpartite Agreement entered into in 2014 between
Sevan Marine, CeFront, Logitel and Teekay. The outcome
of this review has exposed potential breaches of
Norwegian corporate law in relation to these
agreements. This could result in the agreements being
void or voidable. Sevan Marine initiated, through a
special Board committee led by the chairperson, a
dialogue with Logitel and Teekay in February 2016 in
an attempt to resolve the issues raised in an amicable
manner and within the framework of applicable law.
Until lately the special Board committee was very
optimistic that a settlement would be reached in time
to present the main elements of such at the Annual
General Meeting to be held on Wednesday, May 25, 2016.
The dialogue has recently been paused by
Logitel/Teekay. Logitel/Teekay have stated that the
rationale for this relates to the gangway incident
which occurred on Arendal Spirit as disclosed by
Teekay in their Q1 earnings release. Sevan Marine has
also noted that it appears that Teekay has not
allocated any funds in their proposed restructuring
plan to accommodate any claims or payments to Sevan
Marine in relation to the Logitel Agreements. Sevan
Marine notes that this appears to have been done
despite the amount and nature of the claims.
Sevan Marine believes that claims in excess of, and
potentially significantly higher than, USD 50 million
may be made against Logitel and/or Teekay irrespective
of the validity of the above mentioned agreements.
Sevan Marine regrets the situation and is dedicated to
seeking the best outcome for all its shareholders.
Sevan Marine is currently considering its
alternatives, including potentially initiating
litigation against Logitel, Teekay and other involved
parties. Sevan Marine has also been approached by a
group of minority shareholders claiming to control
Sevan Marine shares in excess of the 10 percent
threshold required in the Joint Stock Public Companies
Act for demanding an external investigation into
certain matters of relevance to the company. These
shareholders have stated that they will consider
calling an external investigation into this matter
should an amicable solution not be reached.
The outcome of this situation and any potential
recovery of value is now considered uncertain. As
such, there remains material uncertainty regarding
both the amount and timing of any payments in relation
to both the Logitel loan and variable payments due
from Logitel. Sevan Marine now has the understanding
that given the situation Logitel/Teekay intends to
withhold the variable payment due to Sevan Marine
regarding Arendal Spirit in June 2016. Combined with
the further decision announced by Logitel/Teekay in
their Q1 earnings release of May 19, 2016 to defer the
delivery of units 2 and 3 to beyond 2019 non-cash,
accounting impairments and provisions of USD 8 million
in relation to the convertible loan and expected
variable fee amounts will be recorded as per March 31,
Sevan Marine will provide a further update on this
matter during its Q1 2016 earnings release and Annual
General Meeting to be held on Wednesday, May 25, 2016.
*******
The information in this announcement is subject to the
disclosure requirements of the Norwegian Securities
Trading Act section 5-12 and/or the Oslo Børs -
Continuing Obligations.
Sevan Marine ASA is specializing in design,
engineering and project execution of floating units
for offshore applications, based on its patented
cylindrical floater technology. Sevan Marine ASA is
listed on Oslo Børs with ticker SEVAN. For more
information, please refer to www.sevanmarine.com.
For more information please contact:
Carl Lieungh, CEO, Sevan Marine ASA
+47 916 64 720 mobile
Reese McNeel, CFO, Sevan Marine ASA
+47 415 08 186 mobile
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