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Vow ASA — Share Issue/Capital Change 2014
Apr 8, 2014
3785_rns_2014-04-08_925cf67c-827d-4362-bf2f-ac92abac9aaa.html
Share Issue/Capital Change
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SCANSHIP HOLDING ASA - SUCCESSFUL COMPLETION OF IPO
SCANSHIP HOLDING ASA - SUCCESSFUL COMPLETION OF IPO
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 - SUCCESSFUL COMPLETION OF IPO
Bærum, 8 April 2014. Scanship Holding ASA ("Scanship" or the "Company", ticker
code: "SSHIP") announces the successful completion of the initial public
offering of the shares of the Company. (the "Offering").
Fondsfinans AS is acting as manager for the Offering and is hereafter referred
to herein as the "Manager".
In summary:
* Scanship will issue 25 505 525 new shares in connection with the Offering.
There will be 95 505 525 shares outstanding following the issuance of the
new shares.
* The Manager has over-allotted 531 569 shares, representing approximately 2 %
of the number of shares otherwise allotted in the Offering, and exercised
its option to borrow 531 569 shares from the Selling Shareholders for the
purpose of delivering over-allotted shares.
* The shares are priced at NOK 3.20 per share. Investors in the retail
offering will receive a discount of NOK 1,500 on the aggregate amount
payable for the shares allocated to such investors.
* The offer price of NOK 3.20 per share implies a market capitalisation of
Scanship of approximately NOK 306 million following the issuance of the new
shares in the Offering.
* Trading of the shares in Scanship on Oslo Axess will commence on 11 April
Approximately 77 % of the shares in the Offering were allotted to investors in
the institutional offering and approximately 23 % of the shares were allotted to
investors in the retail offering. Following the Offering, Scanship is expected
to have approximately 1 100 shareholders.
Notifications of allotted shares and the corresponding amount to be paid by
investors are expected to be communicated to the investors on or about 8 April
2014. Investors having access to investor services through their VPS account
manager will be able to check the number of shares allocated to them from
approximately 09.30 hours (CET) on 8 April 2014. The Manager may also be
contacted for information regarding allocation.
The Selling Shareholders have granted the Manager an over-allotment option,
exercisable within 30 days from the date hereof to cover over-allotments or
other short positions in connection with the Offering. A separate disclosure
will be issued by the Manager regarding the over-allotment and stabilisation
activities.
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#1775368]