NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, 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.
Reference is made to the stock exchange release by Ocean Yield ASA (“Ocean Yield” or the “Company”) on 21 November 2019 regarding a contemplated fully underwritten private placement (the “Private Placement”) of 15,935,143 new ordinary shares in the Company. The Company is pleased to announce that the Private Placement has been fully subscribed, and that the Board of Directors has resolved to issue and allocate 15,935,143 new ordinary shares (the "NewShares") at a subscription price of NOK 45 per share, raising gross proceeds of approximately NOK 717 million. The net proceeds from the Private Placement will be used to fund new investments as well as for general corporate purposes.
Aker Capital AS (“Aker”) (the largest shareholder in Ocean Yield with an ownership of 61.65%) was allocated 9,824,257 new ordinary shares in the Private Placement. After completion of the transaction Aker owns 108,066,832 shares, equal to 61.65% of the share capital of the Company.
In addition to Aker, the following primary insiders have been allocated shares in the Private Placement:
Frank Reite, Chairman of the Board in Ocean Yield ASA has, through his wholly owned company Fausken Invest AS been allocated 50,000 shares. Following completion of the Private Placement, Frank Reite will own 61,111 shares in the Company.
Anne Christin Døvigen, board member in Ocean Yield ASA has been allocated 22,400 shares. Following completion of the Private Placement, Anne Christin Døvigen will own 32,400 shares in the Company.
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. Following registration of the new share capital pertaining to the Private Placement, the Company will have 175,286,575 shares outstanding, each with a par value of NOK 10.00.
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 Private Placement complies 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.
Arctic Securities AS, DNB Markets, a part of DNB Bank ASA and Fearnley Securities AS acted as Joint Bookrunners and ING Bank N.V., SpareBank 1 Markets AS and Swedbank AB (publ) (in cooperation with Kepler Cheuvreux) acted as Co-Managers in connection with the Private Placement. Schjødt acted as legal advisor to the Company.
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, sections 4-2 and 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.