Share Issue/Capital Change • Jul 12, 2016
Share Issue/Capital Change
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Launch of exchange offer
NOT FOR RELEASE,
PUBLICATION OR
DISTRIBUTION, IN
WHOLE OR IN PART
DIRECTLY OR
INDIRECTLY, IN
AUSTRALIA, CANADA,
JAPAN OR THE UNITED
STATES OR ANY OTHER
JURISDICTION IN
WHICH SUCH RELEASE,
PUBLICATION OR
DISTRIBUTION WOULD
BE UNLAWFUL.
Reference is made to
Havyard Group ASA's
(the "Company")
stock exchange
announcements dated
16 June and 30 June
2016 related to
amendments of the
FRN Havyard Group
ASA Senior Unsecured
Bond Issue 2014/2017
(the "Bond Issue")
and the Company's
obligation to launch
an exchange offer.
The Company's board
of directors has
resolved to issue up
to 2,252,830 new
shares in the
Company at a
subscription price
of NOK 8.25 per new
share in a share
capital increase
directed towards the
holders of the
Company's bonds (the
"Exchange Offer").
The share
consideration to be
paid under the
Exchange Offer shall
be settled by a
set-off of bonds in
the Bond Issue to be
valued at face
value. Interest
accrued on the bonds
to be set-off up to
and including the
payment date for the
Exchange Offer, will
be settled by a cash
payment from the
Company to the
relevant
subscribers.
The bondholders are
entitled to
subscribe for shares
in the Exchange
Offer on a pro rata
basis based on their
holding of bonds in
the Bond Issue. Over
subscription shall
be allowed and
allocated on a pro
rata basis based on
the relevant
subscribers' holding
of bonds in the Bond
Issue.
The application
period for the
Exchange Offer
starts at 09:00
(CEST) 18 July 2016
and ends 16:30
(CEST) 20 July 2016.
The Company's board
of directors are
expected resolve
allocation of the
Exchange Offer on or
about 25 July 2016.
The new shares are
expected to be
issued and listed on
Oslo Børs on or
about 23 August
The Company has
entered into
guarantee agreements
under the Exchange
Offer with certain
bondholders implying
that approximately
NOK 18,585,848 of
the bonds in the
Bond Issue is
guaranteed to be
converted to equity
through the Exchange
Offer. As
compensation for the
guarantee
undertaking, the
guarantors will
receive a guarantee
fee equal to 2.50 %
of the guaranteed
amount.
Fearnley Securities
AS has been the
manager for the
transaction and
Advokatfirmaet
Selmer DA has been
engaged as legal
advisor for the
manager.
For further
information, please
contact:
Pål Aurvåg
CFO
+47 95 00 50 04
Per Lauvvang
Fearnley Securities
+ 47 95 11 10 51
This information is
subject to the
disclosure
requirements
pursuant to section
5-12 of the
Norwegian Securities
Trading Act.
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