Regulatory Filings • Jun 16, 2010
Regulatory Filings
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NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE STOCK EXCHANGE NOTICE.
Today 16 June 2010, Oppstartsfase I ASA (to be renamed Wilh. Wilhelmsen ASA) (WW
ASA) announced the successful completion of its initial Global Offering.
The Board of Directors of WW ASA has resolved to issue 60,000,000 Offer Shares
at a price of NOK 24.20. Gross proceeds from the Global Offering amount to NOK
1,452 million.
About 95% (approximately 57 million Offer Shares) of the total number of Offer
Shares is allotted to institutional investors, and roughly 5% (approximately 3
million Offer Shares) is allotted to retail investors in Norway.
Information on Offer Share allotments will be issued to subscribers on 16 June
2010. The payment date will be 18 June 2010 for the Offer Shares allocated to
institutional investors and 21 June 2010 for the Offer Shares allocated to
retail investors. Delivery is conditional upon correct payment as specified in
the Prospectus.
Assuming that the restructuring of the Wilh. Wilhelmsen group (WWI group) is
completed as envisaged on 22 June 2010, it is expected that the share capital
increase pertaining to the Global Offering will be registered in the Norwegian
Register of Business Enterprises on or around 23 June 2010 and that delivery of
the Offer Shares will take place on or about 24 June 2010.
The Global Offering is conditional upon (i) completion of the restructuring of
the WWI group, (ii) the Board of Directors of Oslo Stock Exchange approving the
listing of the WW ASA shares on the Oslo Stock Exchange and (iii) WW ASA
fulfilling the conditions for listing as set out by the Board of Directors of
Oslo Stock Exchange.
Trading in the WW ASA shares on the Oslo Stock Exchange is expected to commence
on or about 24 June 2010 under the ticker code WWASA. Investors may trade with
the allocated and paid Offer Shares once these Offer Shares have been listed on
the Oslo Stock Exchange.
After the issue of 60,000,000 Offer Shares through the Offering, the Company has
220,000,000 outstanding shares and more than 2,400 shareholders. The price of
NOK 24.20 per share corresponds to a market value for the Company of
approximately NOK 5 324 million after the Global Offering.
Following the completion of the Global Offering, WW ASA will have a free-float
above the listing requirements.
Carnegie ASA and Pareto Securities AS are acting as Joint Global Co-ordinators
and Bookrunners in the Global Offering, while ABG Sundal Collier ASA, Danske
Markets, Fortis Bank Nederland and Nordea Markets are acting as Joint Lead
Managers and Co-Bookrunners.
Important Notice
The contents of this announcement have been prepared by and are the sole
responsibility of the Company. The Joint Global Co-ordinators and Bookrunners
and the Joint Lead Managers and Co-Bookrunners are acting exclusively for the
Company and no one else and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective clients, or
for advice in relation to the contemplated Global Offering, the contents of this
announcement or any of the matters referred to herein.
The Global Offering and the distribution of this announcement and other
information in connection with the Global Offering may be restricted by law in
certain jurisdictions. The Company assumes no responsibility in the event there
is a violation by any person of such restrictions. Persons into whose possession
this announcement or such other information should come are required to inform
themselves about and to observe any such restrictions. This announcement may not
be used for, or in connection with, and does not constitute, any offer of
securities for sale in the United States or in any other 0jurisdiction. The
Global Offering will not be made in any jurisdiction or in any circumstances in
which such offer or solicitation would be unlawful.
This announcement is not for distribution, directly or indirectly in or into any
jurisdiction in which it is unlawful to make any such offer or solicitation to
such person or where prior registration or approval is required for that
purpose. No steps have been taken or will be taken relating to the Global
Offering in any jurisdiction outside of Norway in which such steps would be
required. Neither the publication and/or delivery of this announcement shall
under any circumstances imply that there has been no change in the affairs of
the Company or that the information contained herein is correct as of any date
subsequent to the earlier of the date hereof and any earlier specified date with
respect to such information.
Securities may not be offered or sold in the United States absent registration
or an exemption from registration. The Offer Shares offered in the Global
Offering have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "US Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the United
States, and may not be offered or sold within the United States, except in
transactions exempt from registration under the US Securities Act, or in any
other jurisdiction in which it would not be permissible to offer or sell such
Offer Shares. All offers and sales outside the United States will be made in
reliance on Regulation S under the US Securities Act.
This document does not constitute an offering circular or prospectus in
connection with an offering of securities of the Company. Investors must neither
accept any offer for, nor acquire, any securities to which this document refers,
unless they do so on the basis of the information contained in the prospectus to
be published by the Company. This document does not constitute an offer to sell,
or the solicitation of an offer to buy or subscribe for, any securities and
cannot be relied on for any investment contract or decision.
This information is subject of the disclosure requirements acc. to §5-12 vphl
(Norwegian Securities Trading Act)
[HUG#1424282]
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