NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Ocean Yield ASA (the “Company” or "OceanYield") has retained Arctic Securities AS, DNB Markets, part of DNB Bank ASA and Fearnley Securities AS as joint bookrunners (the “Joint Bookrunners”) and ING Bank N.V., SpareBank 1 Markets AS and Swedbank Norge, a branch of Swedbank AB (publ) as co-managers (the “Co-Managers”, and together with the Joint Bookrunners the “Managers”) to advise on and effect a private placement (the “Private Placement”) of 15,935,143 new shares. Aker Capital AS (the largest shareholder in Ocean Yield with an ownership of 61.65%) has fully underwritten the transaction at NOK 45 per share and will be allocated a minimum of 9,824,257 shares, equivalent to their pro-rata ownership.
The Private Placement is directed towards Norwegian investors and international institutional investors pursuant to and in compliance with applicable exemptions from the obligation to publish a prospectus pursuant to the Norwegian Securities Trading Act. The net proceeds from the Private Placement will be used to fund new investments as well as for general corporate purposes.
The minimum order size in the Private Placement is a NOK amount equivalent to EUR 100,000. No allocation will be made for amounts less than a NOK amount equivalent to EUR 100,000, other than in accordance with applicable exemptions from relevant prospectus requirements.
The application period commences today on 21 November 2019 at 16.30 (CET) and will close on 22 November 2019 at 08.00 hours (CET). The Company, together with the Joint Bookrunners, reserves the right to close or extend the application period at any time at their sole discretion, at short notice.
The shares allocated in the Private Placement will be settled with existing and unencumbered shares in the Company, pursuant to a share lending agreement between the Company, Arctic Securities AS (on behalf of the Joint Bookrunners) and Aker Capital AS. The shares delivered to the subscribers will thus be tradable upon allocation. The share loan will be settled with new shares in the Company to be resolved issued by the Board pursuant to an authorisation given by the Company’s annual general meeting held on 25 April 2019.
The allocation of the new shares issued in the Private Placement will be determined following close of the application period. The final allocation will be made at the sole discretion of the Board in consultation with the Managers. Notification of allotment will be sent to the applicants by the Managers on or about 22 November 2019, subject to time of close of the application period.
Completion of the Private Placement remains subject to approval by the Board and the New Shares having been fully paid and legally issued.
As a consequence of the Private Placement structure, the shareholders' preferential rights will be deviated from.
The Board has considered this in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' regulations and guidelines. The Board is of the opinion that the contemplated transaction is in compliance with these requirements. The waiver of the preferential rights inherent in a private placement is considered necessary in the interest of time and successful completion of the capital raise, and will allow the Company to raise capital faster, with a lower discount and with significantly lower transaction costs than what a rights issue would entail. On this basis, and based on an assessment of the current equity markets, the Board of Directors finds the Private Placement to be in the common interest of the Company and its shareholders.
For further information, please contact:
Eirik Eide, CFO
Tel: +47 24 13 01 91
Marius Magelie, SVP Finance & IR
Tel: +47 24 13 01 82
This information is subject to disclosure under the Norwegian Securities Trading Act, Section 5-12.
This announcement is not and does not form a part of any offer for sale of any securities, and is 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. 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. Ocean Yield ASA does not intend to register of its securities in the United States.
The distribution of this announcement into jurisdictions other than Norway may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement has not been approved by any regulatory authority.