Prospectus • Jun 12, 2014
Prospectus
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Havyard Group ASA ("Havyard Group" or the "Company") submitted an updated application for listing of its shares on Oslo Børs, alternatively Oslo Axess, on 6 June 2014. It is expected that the stock exchange will consider the application in a meeting of its board of directors on 18 June 2014. Subject to approval of the application and compliance with the listing criteria, the first day of trading is expected to be 26 June 2014.
Havyard Group has gone through a significant growth and has established itself as one of the key providers of maritime technologies, with focus on advanced vessels and associated technologies for the oil service, fishing and aquaculture businesses. A listing of the Company's shares will strengthen the opportunities for further growth and development.
In order to establish a new ownership structure, there will be a public offering (the "Offering") of the Company's shares whereby investors are invited to purchase shares from the Company's largest shareholder, Havila Holding AS, which currently holds about 82.1 % of the Company's shares. In the Offering, a minimum of 4,200,000 and a maximum of 6,250,000 shares (the "Offer Shares") will be offered at a fixed price of NOK 36. This implies a value of the Company of NOK 811 million and gross proceeds to Havila Holding AS of NOK 151 – 225 million. In addition, pursuant to an overallotment facility, the managers of the Offering (the "Managers") may elect to over-allot up to 420,000 shares to be provided through a share lending arrangement with the Managers.
In connection with the Offering and the listing of the Company's shares, a prospectus has been prepared and approved by the Norwegian Financial Surveillance Authority (Finanstilsynet) on 10 June 2014. Subject to regulatory restrictions in certain jurisdictions, the prospectus is available at the web pages of the Company (www.havyard.com) and from the managers Fearnley Securities (www.fearnleysecurities.no) and Arctic Securities (www.arcticsec.no). The prospectus can also be ordered free of charge from the Company.
As further detailed in the prospectus, the Offering will consist of two tranches:
(i) an institutional offering, in which Offer Shares are being offered to investors subject to a lower limit per application of NOK 1,000,000; and
(ii) a retail offering, in which Offer Shares are being offered to the public in Norway subject to a lower limit per application of an amount of NOK 10,800, and an upper limit per application of an amount of NOK 999,999 for each investor. Each investor being allocated shares in the retail offering will receive a discount of NOK 1,500 on its aggregate amount payable for the Offer Shares allocated to such investor.
The application period for both tranches will be from 12 June 2014 at 09:00 hours (CET) until 16:00 hours (CET) on 19 June 2014. The application period might be extended, but no longer than to 24 June 2014, subject to the announcement thereof on the notification system of Oslo Børs.
The final number of Offer Shares to be allocated will be determined by the board of directors of Havila Holding AS in consultation with the Managers, after completion of the application period.
Completion of the Offering is conditional upon (i) full application for the minimum amount of the Offering, (ii) sufficient number of applications being received to qualify for the admission to listing on Oslo Børs or Oslo Axess, (iii) consent being granted by lenders to Havila Holding AS as the selling shareholder, to release the Offer Shares (which are pledged in favour of such lenders), such consent currently expected to be granted by the relevant bank and bondholders no later than 20 June 2014; and (iv) approval of listing application by the board of directors of Oslo Børs, such approval expected to be granted on 18 June 2014.
Managers are Fearnley Securities AS and Arctic Securities ASA.
The Company's contact persons:
Geir Johan Bakke, CEO, +47 48 18 00 11, [email protected] Karl Eirik Frøysa Hansen, CAO, +47 40 24 71 13, [email protected]
Havyard Group ASA is a fully integrated ship technology company with activities within ship design, ship building, system deliveries and after market sales. The group employs about 770 workers of whom about 650 in Norway. The company's main business office is located in Fosnavåg in northwestern Norway, with branches and offices in several other countries. The group operates within four business segments:
The information contained herein 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 be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
Copies of this press release are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referenced herein have not and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States.
This document is a press release and not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive").
In any EEA Member State that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons").
Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this press release or any of its contents.
This press release may contain forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Havyard Group ASA believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements.
The information, opinions and forward-looking statements contained in this release speak only as at its date, and are subject to change without notice. Havyard Group ASA disclaims any obligation to update and revise any forward-looking statements, whether as a result of new information, future events or otherwise.
This information is subject to disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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