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Vow ASA — Capital/Financing Update 2014
Apr 11, 2014
3785_iss_2014-04-11_349ea3d3-bb3c-4c0d-8c49-a9116d4091d9.html
Capital/Financing Update
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SCANSHIP HOLDING ASA - STABILISATION NOTICE
SCANSHIP HOLDING ASA - STABILISATION NOTICE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, THE UNITED
STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN
WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
SCANSHIP HOLDING ASA - STABILISATION NOTICE
Bærum, 11 April 2014. Reference is made to stock exchange notice of 8 April
2014, in which Scanship Holding ASA (the "Company", ticker code SSHIP) announced
the successful completion of its initial public offering of shares (the
"Offering").
Fondsfinans AS (the "Manager") may engage in stabilisation activities of the
shares of the Company from and including today 11 April 2014 to and including
11 May 2014 (the "Stabilisation Period"). Any such stabilisation transactions
will be aimed at supporting the market price of the shares of the Company.
In connection with the Offering, the Manager has over-allotted 531,569 shares in
the Company, which equals approximately 2.1% of the number of shares sold in the
Offering before over-allotments. In order to permit the delivery in respect of
over-allotments made, the Manager borrowed a number of shares from the existing
shareholders of the Company equal to the number of the over-allotted shares.
Further, the Manager has been granted a greenshoe option (the "Greenshoe
Option") which entitles the Manager, to subscribe for up to 531,569 new shares
to be issued by the Company at a price per share equal to the offer price in the
Offering of NOK 3.20 per share (the "Offer Price"). The Greenshoe Option may be
exercised at the end of the Stabilisation Period. The Manager may close out the
short position created by over-allotting shares by buying shares in the open
market through stabilisation activities and/or by exercising the Greenshoe
Option.
The Manager (or persons acting on behalf of the Manager) may effect transactions
that stabilise or maintain the price of the shares of the Company at a level
higher than that which might otherwise prevail, by buying shares in the Company
or associated instruments in the open market at prices equal to or lower than
(but not above) the Offer Price. However, there is no obligation on the Manager
(or any person acting on behalf of the Manager) to do so. Moreover, there is no
assurance that the Manager (or persons acting on behalf of the Manager) will
undertake stabilisation activities. If stabilisation activities are undertaken
they may be stopped at any time, and must be brought to an end upon or before
expiry of the Stabilisation Period.
Within one week after the end of the Stabilisation Period, the Manager will
publish a statement through Oslo Børs' information system under the Company's
ticker with information as to whether or not any stabilisation activities have
been undertaken, including the date at which stabilisation started, the date at
which stabilisation last occurred, and the price range within which
stabilisation was carried out for each of the dates during which stabilisation
transactions were carried out.
Any stabilisation activities will be conducted in accordance with section 3-12
of the Norwegian Securities Trading Act and Commission Regulation (EC) No.
2273/2003 implementing Directive 2003/6/EC of the European Parliament and of the
Council as regards exemptions for buy-back programmes and stabilisation of
financial instruments.
For further details see the prospectus dated 25 March 2014 issued by the Company
in connection with the Offering and the listing of its shares on Oslo Axess. For
further queries, please contact:
Sigurd Gaarder Lange - CFO
Scanship Holding ASA
Tel: +47 90 79 81 55
Email: [email protected]
ABOUT SCANSHIP HOLDING ASA
Scanship is an industry leader in advanced technologies for processing waste and
purifying water within the maritime industry. Owners of vessels operating our
systems have the solutions to convert all waste and wastewater to inert
materials, recyclables, clean flue gas and effluent which meets the highest
international discharge standards. Our new technologies will recover water and
produce energy, providing tangible payback from the operations. We strive for
the highest quality, innovative and sustainable solutions.
DISCLAIMERS
The contents of this announcement have been prepared by, and are the sole
responsibility of, the Company. This announcement is not and does not form a
part of any offer for sale of securities.
This announcement is not for release, publication or distribution, directly or
indirectly, in the United States, or any other jurisdiction in which such
distribution would be unlawful or would require registration or other measures.
These materials are not an offer for sale of securities in the United States.
Securities may not be sold in the United States absent registration with the
United States Securities and Exchange Commission or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the "Securities
Act". Scanship does not intend to register any part of the offering in the
United States or to conduct a public offering of shares in the United States.
Any offering of the securities referred to in this announcement will be made by
means of a prospectus. This announcement is not a prospectus for the purposes of
Directive 2003/71/EC (as amended, together with any applicable implementing
measures in any Member State, the "Prospectus Directive"). Investors should not
subscribe for any securities referred to in this announcement except on the
basis of information contained in the aforementioned prospectus.
In any EEA Member State other than Norway that has implemented 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. The expression "Prospectus Directive" means Directive 2003/71/EC (and
amendments thereto, including Directive 2010/73/EU, to the extent implemented in
any relevant Member State) and includes any relevant implementing measure in the
relevant Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only to
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" and similar
expressions. The forward-looking statements in this release are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
Although Scanship believes that these assumptions were reasonable when made,
these assumptions are inherently subject to significant known and unknown risks,
uncertainties, contingencies and other important factors which are difficult or
impossible to predict and are beyond its control. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice.
The Manager is authorised and regulated by the Financial Supervisory Authority
of Norway and is acting exclusively for the Company and the Selling Shareholders
and no one else in connection with the Offering and assumes no responsibility
for this announcement. The Manager will not be responsible to anyone other than
the Company for providing the protections afforded to its respective clients, or
for advice in relation to the Offering, or any of the matters referred to
herein.
None of the Manager or any of its respective directors, officers, employees,
advisers or agents accepts any responsibility or liability whatsoever for/or
makes any representation or warranty, express or implied, as to the truth,
accuracy or completeness of the information in this announcement (or whether any
information has been omitted from the announcement) or any other information
relating to the Selling Shareholders or the Company, its subsidiaries or
associated companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss howsoever arising
from any use of announcement or its contents or otherwise arising in connection
therewith.
This information is subject to disclosure requirements pursuant to Section 5-12
of the Norwegian Securities Trading Act.
[HUG#1776581]