Share Issue/Capital Change • Mar 1, 2016
Share Issue/Capital Change
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Geveran Trading Co., Ltd. announces its intention to sell up to approximately 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
Geveran Trading Co., Ltd. announces its intention to
sell up to approximately 37.8 million shares in Marine
Harvest ASA
Geveran Trading Co., Ltd. ("Geveran") announces its
intention to sell up to approximately 37.8 million
ordinary shares in Marine Harvest ASA (the "Company"),
representing approximately 8.4% of the share capital
of the Company by way of an accelerated bookbuild
offering.
Geveran has engaged Morgan Stanley, as sole bookrunner
(the "Sole Bookrunner") for the transaction. Carnegie
Investment Bank will act as co-lead manager for the
transaction.
The bookbuilding process will commence immediately
following the publication of this announcement and may
be closed at short notice at the full discretion of
the Sole Bookrunner. The transaction is expected to be
priced and allocated by tomorrow, 2 March 2016.
Geveran reserves the right, at its own discretion, to
sell fewer shares or no shares at all.
As of today, Geveran owns 117,351,603 shares in Marine
Harvest, representing 26.07% of the share capital and
voting rights in the company. In addition, Geveran
holds total return swap agreements with a net long
exposure to 3,000,000 shares in the Company.
Following the completion of the bookbuild offering,
Geveran will continue to hold approximately 17.67% of
the Company's share capital and has undertaken not to
dispose of any shares in the Company within 180 days
following the offering, without the prior written
consent of the Sole Bookrunner, subject to certain
customary exceptions.
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 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. The Sole
Bookrunner may participate in the transaction on a
proprietary basis.
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