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Reach Subsea — Share Issue/Capital Change 2010
Aug 16, 2010
3725_dva_2010-08-16_577ebd5e-a10f-4268-b8e1-d8eb8c138324.html
Share Issue/Capital Change
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Final terms of the underwritten tight issue
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES, AUSTRALIA,
CANADA OR JAPAN
FINAL TERMS OF THE UNDERWRITTEN RIGHTS ISSUE
Reference is made to the rights issue resolved at the
general meeting held on 4 August 2010. The following
is a summary of the main terms of the rights issue:
The share capital of the company will be increased by
minimum NOK 160,000,000 and maximum NOK 200,000,000
through an issue of minimum 3,200,000,000 new shares
and maximum 4,000,000,000 new shares.
The minimum subscription amount is underwritten by an
underwriting syndicate consisting of some of the
Company's existing shareholders and new investors.
The subscription price will be NOK 0.05 per new share.
Shareholders of the Company as of 4 August 2010, as
registered in the Company's shareholder register in
the Norwegian Central Securities Depository (VPS) as
of 9 August 2010 ("Existing Shareholders"), will
receive subscription rights.
Existing Shareholders will receive 12.72 transferable
subscription rights for every share held in the
Company as of 4 August 2010. One subscription right
will entitle the holder to subscribe and be allocated
one new share. Over-subscription by holders of
subscription rights, as well as subscription for
shares without subscription rights, will be permitted.
The subscription period will commence on 17 August
2010 and end on 31 August 2010 at 17:30 (Oslo time).
Trading in subscription rights will be in the same
period. The subscription rights will be listed on the
Oslo Stock Exchange with the ticker "GRR T".
Subscription rights that are not sold or used to
subscribe for new shares before the expiry of the
subscription period (i.e. 17:30 (Oslo time) on 31
August 2010) will have no value and will lapse
without compensation to the holder.
Allocation of new shares and distribution of
allocation letters is expected to take place on or
about 6 September 2010.
Payment for the new shares is expected to take place
on 8 September 2010. Subject to timely payment of the
total gross proceeds of the rights issue,
registration of the share capital increase pertaining
to the rights issue is expected to take place on or
about 15 September 2010, and delivery and listing of
the new shares is expected to take place on or about
the same day.
Further details of the terms of the rights issue will
be included in the prospectus expected to be
published on 17 August 2010. All information related
to the rights issue will also be made available on
www.greenreefers.no.
Bergen, 16 August 2010
For further information, please contact:
Toril Eidesvik (CEO), +47 55 36 25 00
*********
This announcement is not an offer for sale of
securities in the United States or any other country.
The securities referred to herein have not been
registered under the U.S. Securities Act of 1933, as
amended (the "U.S. Securities Act"), and may not be
sold in the United States absent registration or
pursuant to an exemption from registration under the
U.S. Securities Act. Green Reefers does not intend to
register any portion of the offering of the
securities in the United States or to conduct a
public offering of the securities in the United
States. Any offering of securities will be made by
means of a prospectus that may be obtained from Green
Reefers and that will contain detailed information
about the company and management, as well as
financial statements. Copies of this announcement are
not being made and may not be distributed or sent
into the United States, Canada, Australia, Japan or
any other jurisdiction in which such distribution
would be unlawful or would require registration or
other measures.
In any EEA Member State that has implemented
Directive 2003/71/EC (together with any applicable
implementing measures in any member State,
the "Prospectus Directive"), this communication is
only addressed to and is only directed at qualified
investors in that Member State within the meaning of
the Prospectus Directive.
This announcement is only directed at (a) persons who
are outside the United Kingdom; or (b) investment
professionals within the meaning of Article 19 of the
Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"); or (c) persons
falling within Article 49(2)(a) to (d) of the Order;
or (d) persons to whom any invitation or inducement
to engage in investment activity can be communicated
in circumstances where Section 21(1) of the Financial
Services and Markets Act 2000 does not apply.
Certain statements included within this announcement
contain forward-looking information, including,
without limitation, those relating to (a) forecasts,
projections and estimates, (b) statements of
management's plans, objectives and strategies for
Green Reefers, such as planned expansions,
investments or other projects, (c) targeted
production volumes and costs, capacities or rates,
start-up costs, cost reductions and profit
objectives, (d) various expectations about future
developments in Green Reefers' markets, particularly
prices, supply and demand and competition, (e)
results of operations, (f) margins, (g) growth rates,
(h) risk management, as well as (i) statements
preceded
by "expected", "scheduled", "targeted", "planned", "pr
oposed", "intended" or similar statements. Although
we believe that the expectations reflected in such
forward-looking statements are reasonable, these
forward-looking statements are based on a number of
assumptions and forecasts that, by their nature,
involve risk and uncertainty. Various factors could
cause our actual results to differ materially from
those projected in a forward-looking statement or
affect the extent to which a particular projection is
realized. Factors that could cause these differences
include, but are not limited to: our continued
ability to reposition and restructure our upstream
and downstream aluminium business; changes in
availability and cost of energy and raw materials;
global supply and demand for aluminium and aluminium
products; world economic growth, including rates of
inflation and industrial production; changes in the
relative value of currencies and the value of
commodity contracts; trends in Green Reefers' key
markets and competition; and legislative, regulatory
and political factors.
No assurance can be given that such expectations will
prove to have been correct. Green Reefers disclaims
any obligation to update or revise any forward-
looking statements, whether as a result of new
information, future events or otherwise.