Major Shareholding Notification • Mar 2, 2016
Major Shareholding Notification
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Marine Harvest - Geveran Trading Co. Ltd completes sale of 37.8 million shares in Marine Harvest ASA
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN OR IN ANY JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD
BE UNLAWFUL.
Limassol, 1 March 2016
Marine Harvest - Geveran Trading Co. Ltd completes
sale of 37.8 million shares in Marine Harvest ASA
Reference is made to the announcement released 1 March
2016, where Geveran Trading Co. Ltd ("Geveran"), which
is indirectly controlled by trusts established by John
Fredriksen for the benefit of his immediate family,
announced a contemplated sale of approximately 37.8
million shares in Marine Harvest ASA (the "Company",
ticker "MHG"), representing approximately 8.4% of the
share capital and voting rights in the Company.
Geveran has today completed the sale of 37,800,000
shares in the Company at a price of NOK 117 per share
(the "Placement").
The trade date for the Placement is 2 March 2016, with
settlement expected to occur on 4 March 2016.
Following the Placement, Geveran owns 79,551,603
shares in Marine Harvest, representing 17.67% of the
share capital and voting rights in the Company.
Subject to certain customary exceptions, Geveran has
undertaken not to dispose of any shares in the Company
within 180 days following the offering without the
prior written consent of Morgan Stanley.
Morgan Stanley acted as sole bookrunner (the "Sole
Bookrunner") and Carnegie Investment Bank acted as co-
lead manager in connection with the Placement.
Geveran is committed to the future long term
development of Marine Harvest.
This information is subject to the disclosure
requirements pursuant to sections 4-2 and 4-3 of the
Norwegian Securities Trading Act.
Important Notice
The distribution of this announcement and the offer
and sale of the shares in certain jurisdictions may be
restricted by law. The shares may not be offered to
the public in any jurisdiction in circumstances which
would require the preparation or registration of any
prospectus or offering document relating to the shares
in such jurisdiction. No action has been taken by the
Seller or the Sole Bookrunner or any of their
respective affiliates that would permit an offering of
the shares or possession or distribution of this
announcement or any other offering or publicity
material relating to such securities in any
jurisdiction where action for that purpose is
required. Persons into whose possession this
announcement comes are required to inform themselves
about and to observe any such restrictions. Any
failure to comply with these restrictions may
constitute a violation of the securities laws of any
such jurisdiction.
This press release is for information purposes only
and does not constitute or form a part of an offer to
sell or a solicitation of an offer to purchase any
security of the Company in the United States or in any
other jurisdiction where such offer or solicitation is
unlawful. The securities of the Company described in
this press release have not been and will not be
registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), or any applicable
state or foreign securities laws and may not be
offered or sold in the United States absent
registration or an exemption from the registration
requirements of the Securities Act. There will be no
public offering of securities in the United States.
This information is subject of the disclosure
requirements pursuant to section 5-12 of the Norwegian
Securities Trading Act.
In member states of the European Economic Area ("EEA")
which have implemented the Prospectus Directive (each,
a "Relevant Member State"), this announcement and any
offer if made subsequently is directed exclusively at
persons who are "qualified investors" within the
meaning of the Prospectus Directive ("Qualified
Investors"). For these purposes, the
expression "Prospectus Directive" means Directive
2003/71/EC (and amendments thereto, including the 2010
PD Amending Directive, to the extent implemented in a
Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State and
the expression "2010 PD Amending Directive" means
Directive 2010/73/EU. In the United Kingdom this
announcement is directed exclusively at Qualified
Investors (i) 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, as amended
(the "Order") or (ii) who fall within Article 49(2)(A)
to (D) of the Order, and (iii) to whom it may
otherwise lawfully be communicated.
In connection with any offering of the shares of the
Company, the Sole Bookrunner and any of their
affiliates acting as an investor for their own account
may take up as a proprietary position any shares and
in that capacity may retain, purchase or sell for
their own account such shares. In addition, the Sole
Bookrunner or its affiliates may enter into financing
arrangements and swaps with investors in connection
with which the Sole Bookrunner (or their affiliates)
may from time to time acquire, hold or dispose of
shares. The Sole Bookrunner does not intend to
disclose the extent of any such investment or
transactions otherwise than in accordance with any
legal or regulatory obligation to do so.
The Sole Bookrunner is acting on behalf of Geveran and
no one else in connection with any offering of the
shares and will not be responsible to any other person
for providing the protections afforded to clients of
the Sole Bookrunner or for providing advice in
relation to any offering of the shares.
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