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Mowi ASA

Capital/Financing Update Apr 24, 2014

3665_iss_2014-04-24_15c82821-ab77-4d87-aa49-32cc5b2a7a27.html

Capital/Financing Update

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Marine Harvest launches EUR 375 million convertible bond offering due 2019

Marine Harvest launches EUR 375 million convertible bond offering due 2019

Marine Harvest - Convertible Bond

24 April 2014

Marine Harvest launches EUR 375 million convertible bond offering due 2019

Marine Harvest ASA ("Marine Harvest" or the "Company") announces today that it

intends to issue EUR 375 million in principal amount of convertible bonds (the

"Bonds") with a five-year tenor.

The senior unsecured Bonds are convertible into common shares of the Company.

The Bonds are expected to have an annual coupon in the range of 0.875% - 1.500%

payable semi-annually in arrear and a conversion premium of 30.0% - 35.0% over

the volume weighted average price of the Company's common shares on the Oslo

Stock Exchange (translated into EUR) between launch and pricing.

The Bonds will be issued and redeemed at 100% of their principal amount and

will, unless previously redeemed, converted or purchased and cancelled, mature

in 2019. Marine Harvest has the right to call the Bonds after approximately

three years if the value of the Marine Harvest common shares underlying one Bond

on the Oslo Stock Exchange (translated into EUR) exceeds, for a specified period

of time, 130% of the principal amount of a Bond.

The Bonds are expected to be settled on or around 6 May 2014. The Bonds will not

be listed on issue but Marine Harvest may decide to list the Bonds on an

exchange at a later stage.

The proceeds from the Bonds will be used for general corporate purposes

including refinancing of the Company's indebtedness.

Credit Suisse and Goldman Sachs International are acting as joint bookrunners.

Marine Harvest expects to announce the final terms and conditions related to the

convertible bond transaction on 24 April 2014.

This announcement does not constitute or form part of an offer to sell or the

solicitation of an offer to subscribe for any securities of Marine Harvest.

Important Note

This press release is not being issued in or to the United States of America,

Canada, Australia, Japan or in any other jurisdiction in which such distribution

would be prohibited by applicable law. This press release does not constitute or

form part of an offer or solicitation of an offer to purchase or subscribe for

securities in the United States. The Bonds and the shares referred to herein

will not be registered under the United States Securities Act of 1933, as

amended, and may not be offered or sold in the United States, except pursuant to

an applicable exemption from registration. No offering of such securities is

being made in the United States.

This press release is directed only at persons who (i) are outside the United

Kingdom or (ii) have professional experience in matters relating to investments

who fall within Article 19(5) ("investment professionals") of The Financial

Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the

"Order") or (iii) are persons falling, within Article 49(2)(a) to (d) ("high net

worth companies, unincorporated associations etc") of the Order (all such

persons together being referred to as "relevant persons"). This press release is

directed only at relevant persons and must not be acted on or relied on by

persons who are not relevant persons. Any investment or investment activity to

which this press release relates is available only to relevant persons and will

be engaged in only with relevant

persons. In addition, if and to the extent that this press release is

communicated in, or the offered securities to which it relates is made in, any

EEA member state that has implemented Directive 2003/71/EC (as amended, and

together with any applicable implementing measures in any member state, the

"Prospectus Directive"), this press release and the offering described herein

are only addressed to and directed at persons in that member state who are

"qualified investors" within the meaning of the Prospectus Directive (or who are

other persons to whom the offer may lawfully be addressed) and must not be acted

on or relied on by other persons in that member state.

Credit Suisse and Goldman Sachs International are acting for the Company and no

one else in connection with the offer of the Bonds and will not be responsible

to any other person for providing the protections afforded to their client, or

for providing advice in relation to the proposed offer of the Bonds.

Stabilisation/FCA

In connection with the issue of the Bonds, the Stabilising Manager (or any

person acting on behalf of the Stabilising Manager) may over-allot Bonds or

effect transactions with a view to supporting the market price of the Bonds at a

level higher than that which might otherwise prevail. However, there is no

assurance that the Stabilising Manager (or any person acting on behalf of the

Stabilising Manager) will undertake stabilisation action. Any stabilisation

action may begin on or after the date on which adequate public disclosure of the

terms of the offer of the Bonds is made and, if begun, may be ended at any time,

but it must end no later than the earlier of 30 days after the issue date of the

Bonds and 60 days after the date of the allotment of the Bonds. Any

stabilisation action or over-allotment must be conducted by the relevant

Stabilising Manager (or any person acting on behalf of the Stabilising Manager)

in accordance with all applicable laws and rules.

For further information, please contact:

Ivan Vindheim, CFO, Tel: +47 958 71 310

Henrik Heiberg, Finance Director, Tel: +47 21 56 20 11, Mobile: +47 917 47 724

This information is subject of the disclosure requirements acc. to §5-12 vphl

(Norwegian Securities Trading Act)

[HUG#1779512]

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