Report Publication Announcement • Jul 1, 2014
Report Publication Announcement
Open in ViewerOpens in native device viewer
Havyard Group ASA - Stabilisation and over-allotment notice
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA,
AUSTRALIA, HONG KONG OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT
THE END OF THIS STOCK EXCHANGE NOTICE
Reference is made to stock exchange notice 25 June
2014, in which Havyard Group ASA ("Havyard" or
the "Company") announced the successful completion of
its initial public offering (the "Offering").
Fearnley Securities AS (the "Stabilisation Manager")
may, on behalf of the Managers for the Offering and
listing on the Oslo Stock Exchange of the Company's
shares (the "Shares"), engage in stabilisation
activities of the Shares from today 1 July 2014 to
and including 30 July 2014 (the "Stabilisation
Period").
The stabilisation transactions are aimed to support
the market price of the Shares. In connection with
the Offering, the Managers have been granted an over-
allotment option (the "Over-allotment Option") and
have over-allotted to the investors in the Offering
420,000 Shares, which equals 10 % of the number of
Shares sold in the Offering before over-allotments.
The over-allotted Shares have been borrowed from
certain of the existing shareholders (the "Lending
Shareholders") of the Company.
The Over-Allotment Option entitles the Managers, at
the request of the Stabilisation Manager, to purchase
from the Lending Shareholders up to 420,000 Shares at
the Offer Price (NOK 33.50). The Over-Allotment
Option may be exercised at any time and from time to
time, in whole or in part, during the Stabilisation
Period. The Stabilisation Manager may close out the
short position created by over-allotting Shares by
buying Shares in the open market through
stabilisation activities and/or by exercising the
Over-Allotment Option.
The Stabilisation Manager (or persons acting on
behalf of the Stabilisation Manager) may effect
transactions that stabilise or maintain the price of
the Shares at a level higher than that which might
otherwise prevail, by buying Shares or associated
instruments in the open market at prices equal to or
lower than (but not above) the Offer Price. However,
there is no obligation on the Stabilisation Manager
(or any person acting on behalf of the Stabilisation
Manager) to do so. Moreover, there is no assurance
that the Stabilisation Manager (or persons acting on
behalf of the Stabilisation Manager) will undertake
stabilisation activities. If stabilisation activities
are undertaken, they may be stopped at any time, and
must be brought to an end upon or before the expiry
of the Stabilisation Period.
Within one week after the end of the Stabilisation
Period, the Stabilisation Manager and the Company
will jointly publish a statement through the
information system of the Oslo Stock Exchange under
the Company's ticker HYARD with information as to
whether or not any stabilisation activities have been
undertaken, the total amount of shares purchased, the
dates on which stabilisation started and ended, the
price range within which stabilisation was
carried out on each date stabilization activities
have taken place as well as the highest, lowest and
average price paid during the stabilization period.
Any stabilisation activities will be conducted in
accordance with section 3-12 of the Norwegian
Securities Trading Act and Commission Regulation (EC)
No. 2273/2003 implementing Directive 2003/6/EC of the
European Parliament and of the Council as regards
exemptions for buy-back programmes and stabilisation
of financial instruments.
For further details see the prospectus dated 10 June
2014 issued by Havyard in connection with the
Offering and the listing of its shares on the Oslo
Stock Exchange.
Fearnley Securities AS and Arctic Securities ASA are
acting as managers in connection with the Offering.
For further information, please contact:
Fearnley Securities AS
Even Matre Ellingsen, CEO +47 99 00 55 00
DISCLAIMERS
This announcement is not and does not form a part of
any offer for sale of securities.
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.
Any offering of securities has been made by means of
a prospectus that may be obtained from the Company or
the Managers and that contains detailed information
about Havyard and management, as well as financial
statements. 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").
Investors should not subscribe for any securities
referred to in this document except for subscriptions
which have been made on the basis of information
contained in the prospectus.
In any EEA Member State other than Norway 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 contains 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," "esti
mate," "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. 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.
This information is subject of the disclosure
requirements pursuant to section 5-12 of the
Norwegian Securities Trading Act.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.