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Eidesvik Offshore Capital/Financing Update 2018

Mar 5, 2018

3586_rns_2018-03-05_16864c5f-efe0-4110-a0b0-962a59c071cc.html

Capital/Financing Update

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Eidesvik Offshore ASA - Publication of prospectus, listing of private placement shares and shares issued through a debt conversion, and commencement of subscription period for the subsequent offering

Eidesvik Offshore ASA - Publication of prospectus, listing of private placement shares and shares issued through a debt conversion, and commencement of subscription period for the subsequent offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Eidesvik Offshore ASA - Publication of prospectus, listing of private placement shares and shares issued through a debt conversion, and commencement of subscription period for the subsequent offering

Bømlo, 5 March 2018

Eidesvik Offshore ASA (the "Company") refers to the Company's stock exchange announcements 8 January 2018 and 29 January 2018 regarding Company's refinancing, the issue of 24,000,000 shares through a private placement (the "Private Placement"), the issue of 2,000,000 shares through a debt conversion (the "Debt Conversion"), and the contemplated subsequent offering of up to 6,000,000 additional new shares at the same subscription price as in the Private Placement (the "Subsequent Offering").

Approval and publication of the prospectus

The Norwegian Financial Supervisory Authority has approved a prospectus dated 2 March 2018 (the "Prospectus") for (i) the listing of 24,000,000 new shares in the Company issued in the Private Placement (the "Private Placement Shares"), (ii) the listing of 2,000,000 new shares in the Company issued through the Debt Conversion, and (iii) the offering and listing of up to 6,000,000 new shares in the Company in connection with the Subsequent Offering (the "Offer Shares").

The Prospectus is, subject to regulatory restrictions in certain jurisdictions, available on the Company's website, www.eidesvik.no and Pareto Securities AS' website, www.paretosec.com. Hard copies of the Prospectus may be obtained free of charge by contacting the Company or Pareto Securities AS.

The Prospectus, including the subscription form, will, subject to regulatory restrictions in certain jurisdictions, be distributed to all Eligible Subscribers (as defined below) on or about 5 March 2018.

Listing of the Private Placement Shares and the shares issued through debt conversion

The Private Placement was in part settled with existing and unencumbered shares in the Company pursuant to a share lending arrangement between Eidesvik Invest AS as lender and Pareto Securities AS as the manager. Consequently, 9,000,000 of the shares allocated in the Private Placement (i.e. all shares not allocated to Eidesvik Invest AS) were settled with shares tradeable on Oslo Børs.

The 26,000,000 new shares issued in the Private Placement and the Debt Conversion have previously been delivered to Eidesvik Invest AS as settlement of its subscription in the Private Placement and the Debt Conversion, as well as settlement for the share loan. The new shares delivered to Eidesvik Invest AS were placed on a separate ISIN pending publication of the Prospectus. As a consequence of the publication of the Prospectus, the Private Placement Shares and the shares issued through the debt conversion will be listed and admitted to trading on the Oslo Stock Exchange today, 5 March 2018.

The subsequent offering

The Subsequent Offering consist of an offer of up to 6,000,000 new shares in the Company at a subscription price of NOK 5 per Offer Share (being the same subscription price as in the Private Placement) whereby the Company's shareholders as per 8 January 2018 (as registered in VPS per 10 January 2018) who lawfully may participate in the Subsequent Offer and who were not (i) invited to apply for shares in the pre-sounding of the Private Placement or (ii) allocated shares in the Private Placement, will receive approximately 1.5788 non-transferable allocation rights per share in the Company held as at 8 January 2018 (as registered in VPS per 10 January 2018). Each non-transferable allocation right will provide the holder with a right to subscribe for and be allocated one new share in the Subsequent Offer.

Over subscription is permitted, but not subscription without allocation rights. Notwithstanding the foregoing, the board of directors of the Company may allocated shares to subscribers in the Private Placement (who will not have allocation rights in the Subsequent Offer) in order to facilitate as much equal treatment as possible having regard to both the Private Placement and the Subsequent Offer (with priority after subscribers with allocation rights in the Subsequent Offer).

The subscription period commences today and expires at 16:30 (CET) on 19 March 2018 and may not be closed prior to this date or extended. Subscriptions for offer shares must be made by submitting a correctly completed subscription form to the subscription office as set out in the Prospectus, or may, for subscribers who are residents of Norway with a Norwegian personal identification number, be made online through the VPS online subscription system, during the subscription Period.

Subject to timely payment of the entire subscription amount in the Subsequent Offering, it is expected that the Offer Shares will be issued and delivered to the VPS accounts of the subscribers on or about 26 March 2018. The Offer Shares allocated in the Subsequent Offering are expected to be traded on the Oslo Stock Exchange from and including 26 March 2018.

Pareto Securities is acting as the manager and bookrunner for the share offerings and Advokatfirmaet Selmer DA is acting as the Company's legal adviser.

For further information, please contact:

CEO Jan Fredrik Meling (+47 916 75 119)

CFO Thor Krukhaug (+47 952 05 960)

Important Notice

The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Company's financial advisor is acting exclusively for the Company and no one else, and will not be responsible to anyone other than the Company for providing the protections afforded to its respective clients, or for advice in relation to the Private Placement or the Subsequent Offering, the contents of this announcement or any of the matters referred to herein. The Private Placement and the Subsequent Offering and the distribution of this announcement and other information in connection with the Private Placement and the Subsequent Offering may be restricted by law in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about, and to observe, any such restrictions. This announcement may not be used for, or in connection with, and does not constitute, any offer of securities for sale in the United States or in any other jurisdiction.

The Private Placement and the Subsequent Offering has not been made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. This announcement is not for distribution, directly or indirectly in or into any jurisdiction in which it is unlawful to make any such offer or solicitation to such person or where prior registration or approval is required for that purpose. No steps have been taken or will be taken relating to the Private Placement or the Subsequent Offering in any jurisdiction in which such steps would be required. Neither the publication and/or delivery of this announcement shall under any circumstances imply that there has been no change in the affairs of the Company or that the information contained herein is correct as of any date subsequent to the earlier of the date hereof and any earlier specified date with respect to such information.

This announcement is not for publication or distribution, directly or indirectly, in the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The shares to be issued in the Private Placement and the Subsequent Offering have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account of, U.S. persons (as such term is defined in Regulation S under the US Securities Act). All offers and sales outside the United States will be made in reliance on Regulation S under the US Securities Act. There will be no public offer of securities in the United States.

This announcement does not constitute an offering circular or prospectus in connection with an offering of securities of the Company. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the investor material made available by the Company only to qualified persons in certain jurisdictions where an offer may be made (if an offer is made). This announcement does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for, any securities and cannot be relied on for any investment contract or decision.

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.