Stock Exchange Notice
Date: 06 November 2018
GC Rieber Shipping: NOK 246 million fully underwritten rights issue
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE
SERVICES, OR IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG
SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA 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 PRESS RELEASE.
As announced on 22 August 2018, Shearwater GeoServices Holding AS
("Shearwater"), the 50/50 joint venture between GC Rieber Shipping ASA ("GC
Rieber Shipping" or the "Company") and Rasmussengruppen AS ("Rasmussengruppen"),
has entered into a definitive agreement for Shearwater to acquire the marine
seismic acquisition assets and operations (the "Acquisition") of WesternGeco,
the geophysical services product line of Schlumberger. The Acquisition will be
financed partly by new equity from Rasmussengruppen and GC Rieber Shipping. For
more details on the Acquisition and related financing, see the detailed stock
exchange announcement published on 22 August 2018.
The Board of Directors of GC Rieber Shipping has today resolved to call for an
extraordinary general meeting in the Company and proposed that the general
meeting resolves to issue 28,941,177 new shares in the Company in a rights issue
with gross proceeds of approximately NOK 246 million (the "Rights Issue") at a
subscription price of NOK 8.50 per share.
The shareholders of the Company will receive tradable rights to subscribe for
new shares in the Company in connection with the Rights Issue.
GC Rieber Shipping has committed to provide USD 28.5 million of new equity to
Shearwater in connection with the Acquisition, and has entered into a short-term
shareholder loan at market terms with GC Rieber AS, GC Rieber Shipping`s largest
shareholder, to facilitate settlement. It is expected that the shareholder loan
will be fully refinanced by the Rights Issue.
GC Rieber AS has fully underwritten the Rights Issue and will minimum subscribe
in full for its pro rata shareholding of 70.4%.
Completion of the Rights Issue will be subject to approval by GC Rieber
Shipping's general meeting. The extraordinary general meeting in the Company
will be held on Wednesday 28 November 2018 at 14:00 hours (CET) in the Company's
address at Solheimsgaten 15 (Beddingen), Bergen. The notice is attached to this
stock exchange announcement. Documents concerning items on the agenda that shall
be resolved by the general meeting have been made available at the Company's
website (www.gcrieber-shipping.com), in accordance with article 5 in the
Company's articles of association.
SpareBank 1 Markets AS acts as Manager and Receiving Agent for the Rights Issue.
For further information, please contact:
Einar Ytredal, CEO (act.), phone: +47 975 20 184
About GC Rieber Shipping:
GC Rieber Shipping's business within offshore/shipping includes ownership in
specialized vessels, high quality marine ship management and project development
within the segments subsea, ice/support and marine seismic.
The group has a specialized competence in offshore operations in harsh
environments as well as design, development and maritime operation of offshore
vessels. GC Rieber Shipping currently operates and has direct and indirect
ownership in 11 advanced special purpose vessels for defined markets within the
subsea, ice/support and marine seismic segments.
The company has its headquarter and a ship management office in Bergen, and an
additional ship management company in Yuzhno-Sakhalinsk (Russia). The company
is listed on Oslo Børs with ticker RISH.
Further information is available on the company's website www.gcrieber-
shipping.com.
IMPORTANT INFORMATION
This communication may not be published, distributed or transmitted in or into
the United States, Canada, Australia or Japan. These materials do not constitute
or form a part of any offer or solicitation to purchase or subscribe for
securities of the Company in the United States, Norway or any other
jurisdiction. The securities of the Company may not be offered or sold in the
United States absent registration or an exemption from registration under the
U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The
securities of the Company have not been, and will not be, registered under the
U.S. Securities Act. Any sale in the United States of the securities mentioned
in this communication will be made solely to "qualified institutional buyers" as
defined in Rule 144A under the U.S. Securities Act and to "major U.S.
institutional investors" under SEC Rule 15a-6 to the United States Exchange Act
of 1934. No public offering of the securities will be made in the United States.
In any EEA Member State 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, i.e., only
to investors who can receive the offer without an approved prospectus in such
EEA Member State. 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.
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are 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) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "Relevant Persons"). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement 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 the Company 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.
This announcement is made by and, and is the responsibility of, the Company.
SpareBank 1 Markets AS (the "Manager") is 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 contents of this announcement or any of the matters referred to
herein.
Neither the Manager nor any of its affiliates makes any representation as to the
accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred to
herein.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the Manager
nor any of its affiliates accepts any liability arising from the use of this
announcement.
Each of the Company, the Manager and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise any
statement contained in this announcement whether as a result of new information,
future developments or otherwise.
This information is subject to the disclosure requirements pursuant to section
5 -12 of the Norwegian Securities Trading Act.