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Eidesvik Offshore — Share Issue/Capital Change 2018
Jan 31, 2018
3586_rns_2018-01-31_c0f04461-fae3-4cae-9b34-d9b8a0451780.html
Share Issue/Capital Change
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Completion of refinancing and new registered share capital
Completion of refinancing and new registered share capital
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.
Completion of refinancing and new registered share capital
Reference is made to Eidesvik Offshore ASA's (the "Company") stock exchange announcements dated 5 January 2018 and 8 January 2018 regarding the Company's refinancing, a private placement and a debt conversion, as well as to the stock exchange announcement regarding the extraordinary general meeting in the Company held 29 January 2018 (the "EGM").
The Company is pleased to announce that the conditions required for completion of the Company's refinancing have been fulfilled and that the refinancing was completed today.
In the reasonable opinion of the Company, all conditions precedents for the Company's refinancing other than the equity injections were fulfilled or waived earlier today. Consequently, and in accordance with the resolutions made by the EGM, the Company registered the private placement of 24,000,000 new shares in the Company (the "Private Placement") and the conversion of a MNOK 30 shareholder loan resulting in the issue of another 2,000,000 new shares in the Company (the "Debt Conversion"), with the Norwegian Register of Business Enterprises.
Hence, the Company's share capital has been increased by NOK 1,300,000 through the issue of 26,000,000 new shares, each share with a par value of NOK 0.05. The new registered share capital in the Company is NOK 2,807,500 divided into 56,150,000 shares, each share with a par value of NOK 0.05 and representing one vote at the Company's general meetings.
The subscription of shares in 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 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 have been placed on a separate ISIN pending publication of a listing prospectus (the "Prospectus") to be approved by the Norwegian Financial Supervisory Authority, and will not be listed or tradeable on the Oslo Stock exchange until the Prospectus has been published by the Company, expected to take place in March 2018. The Prospectus will also serve as an offering prospectus for the subsequent offering of up to 6,000,000 new shares as resolved by the EGM.
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, the contents of this announcement or any of the matters referred to herein. The Private Placement and the distribution of this announcement and other information in connection with the Private Placement 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 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 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 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), except pursuant to an effective registration statement under, or an exemption from the registration requirements of, 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.