Capital/Financing Update • Oct 29, 2015
Capital/Financing Update
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Marine Harvest launches approx. EUR 340 million convertible bond offering due 2020
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH OFFERS OR SALES OF SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW.
This announcement is an advertisement and not a prospectus and not an offer of
securities for sale in any jurisdiction, including in or into the United States,
Canada, Australia, Japan, South Africa or any jurisdiction in which offers or
sales of the securities would be prohibited by applicable law. Neither this
announcement nor anything contained herein shall form the basis of, or be relied
upon in connection with, any offer or commitment whatsoever in any jurisdiction.
Marine Harvest - Convertible Bond
29 October 2015
Marine Harvest launches approx. EUR 340 million convertible bond offering due
2020
Marine Harvest ASA ("Marine Harvest" or the "Company") announces today that it
intends to issue approx. EUR 340 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 0.125% to
0.875% payable semi-annually in arrear and a conversion premium of 30% to 35%
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 Company may elect to withdraw the convertible bond offer if the volume
weighted average price of its shares on the Oslo Stock Exchange (translated into
EUR) between launch and pricing of the convertible bond transaction falls below
EUR 11.73 (corresponding to more than a 5.5 per cent. reduction from the closing
price of the Marine Harvest shares on 28 October 2015 in EUR of EUR 12.41).
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 2020. Marine Harvest has the right to call the Bonds after approximately
three years if the value of the Company's 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 5 November 2015. 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 to increase the financial flexibility
of Marine Harvest, refinancing of certain of the Company's indebtedness and
extension of the Company's debt maturity profile.
ABG Sundal Collier and Credit Suisse are acting as joint bookrunners.
Marine Harvest expects to announce the final terms and conditions related to the
convertible bond transaction on 29 October 2015.
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 made in or into the United States of America,
Canada, Australia, Japan, South Africa or in any other jurisdiction where it
would be prohibited by applicable law. This distribution 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 offer of securities to which it
relates is made in, any EEA member state, 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 Directive 2003/71/EC
(as amended, and together with any applicable implementing measures in any
member state) (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 Securities (Europe) Limited is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom. ABG Sundal Collier and
Credit Suisse Securities (Europe) Limited 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.
Forward looking statements
This distribution may be deemed to include forward-looking statements, such as
the intention to issue the Bonds, the terms of the Bonds and the use of proceeds
of the Bonds. Forward-looking statements are typically identified by words or
phrases, such as "expect", "intends", "will" and similar expressions. Forward-
looking statements are Marine Harvest's current estimates or expectations of
future events or future results. Actual results could differ materially from
those indicated by these statements because the realisation of those results is
subject to many risks and uncertainties, including market and financial risks.
All forward-looking statements included in this release are based on information
available at the time of the release, and neither Marine Harvest nor the joint
bookrunners assume any obligation to update any forward-looking statement.
For further information, please contact:
Ivan Vindheim, CFO, Tel: +47 958 71 310
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
[HUG#1962321]
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