Stock Exchange Notice
Date: 3 December 2018
GC Rieber Shipping ASA: Publication of prospectus and commencement of the
subscription period
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.
Reference is made to the stock exchange announcement dated 29 November 2018 in
which GC Rieber Shipping ASA ("GC Rieber Shipping" or the "Company") announced
that a prospectus (the "Prospectus") has been approved in connection to the
rights issue (the "Rights Issue") of 28,941,177 new shares in the Company (the
"Offer Shares") at a subscription price of NOK 8.50 per Offer Share (the
"Subscription Price").
Availability of the prospectus:
Subject to applicable local securities laws, the prospectus for the Rights Issue
(the "Prospectus") will be available at www.sb1markets.no from today, 3 December
2018.
Hard copies of the Prospectus may be obtained free of charge from the same date
by contacting the Company or the subscription office as set out in the
Prospectus.
Eligibility:
Shareholders registered in the Company's shareholder register with the Norwegian
Central Securities Depository (VPS) as of the expiry of 28 November 2018
(registered as such in the VPS on 30 November 2018, (the "Record Date")) (the
"Existing Shareholders") will be granted transferable subscription rights (the
"Subscription Rights") that, subject to applicable law, provide preferential
rights to subscribe for and be allocated Offer Shares in the Rights Issue.
Allocation of Subscription Rights:
Each of the Subscriptions Rights provides preferential right to subscribe for,
and be allocated, one Offer Share at the Subscription Price (subject to
applicable law in the relevant jurisdiction of an Existing Shareholder).
Existing Shareholders will be allocated 0.50778 Subscription Rights for each
share in the Company registered as held on the Record Date, rounded down to the
nearest whole Subscription Right.
For a description of restrictions in respect of allocation, acquisition and/or
exercise of Subscription Rights, reference is made to Section 14 "Selling and
transfer restrictions" and Section 5.10 "Subscription Rights" in the Prospectus.
Subscription Period:
The subscription period in the Rights Issue will commence at 09:00 hours (CET)
on 3 December 2018 and expire at 16:30 hours (CET) on 17 December 2018.
Trading in Subscription Rights:
The Subscription Rights will be listed and tradable on the Oslo Stock Exchange
under the ticker "RISH S" from 09:00 hours (CET) on 3 December 2018 to 16:30
hours (CET) on 13 December 2018 on the Oslo Stock Exchange.
Subscription Rights that are not used to subscribe for Offer Shares or sold
before the expiry of the Subscription Period will have no value and will lapse
without compensation to the holder.
The Subscription Rights may have economic value if the Company's shares trade
above the Subscription Price during the Subscription Period. The Rights Issue
will result in an immediate dilution of approximately 33.6% for Existing
Shareholders who do not participate in the Rights Issue.
Subscription Price:
NOK 8.50 per Offer Share.
Pre-commitment and underwriting:
The largest shareholder of the Company, GC Rieber AS, has pre-committed to
subscribe for its 70.4% pro rata share of the Rights Issue. The remaining Offer
Shares (29.6%) are fully underwritten by GC Rieber AS, who has also guaranteed
payment of the Offer Shares. GC Rieber AS' obligations to subscribe and pay for
the remaining shares in the Rights Issue are conditional upon certain customary
conditions. For a description of the underwriting agreement and the payment
guarantee agreement and such conditions, reference is made to Section 5.5 "The
Underwriting and Payment Guarantee" in the Prospectus.
Subscription procedure:
Subscription of Offer Shares must be made by submitting a correctly completed
subscription form, and submit it to the subscription office as set out in the
Prospectus within 16:30 hours (CET) on 17 December 2018 or may, for subscribers
who are Norwegian residents with a Norwegian personal identification number, be
made through the VPS online subscription system within the same time.
Over-subscription and subscription without Subscription Rights are permitted.
Financial Intermediaries:
If an Existing Shareholder holds shares in the Company registered through a
financial intermediary as of expiry of the Record Date, the financial
intermediary will customarily give the Existing Shareholder details of the
aggregate number of the Subscription Rights to which they will be entitled. The
relevant financial intermediary will customarily supply each Existing
Shareholder with this information in accordance with its usual customer
relations procedures. Existing Shareholders holding their shares in the Company
through a financial intermediary should contact the financial intermediary if
they have received no information with respect to the Rights Issue.
Listing and Commencement of trading of the Offer Shares:
Subject to timely payment of the entire subscription amount in the Rights Issue,
it is expected that the Offer Shares will be issued and delivered to the VPS
accounts of the subscribers to whom they are allocated on or about 21 December
2018. The Offer Shares allocated in the Rights Issue are expected to be traded
on the Oslo Stock Exchange from and including 21 December 2018.
* * *
Sparebank 1 Markets AS is acting as Receiving Agent in the Rights Issue.
Advokatfirmaet Schjødt AS is acting as the Company's legal adviser in connection
with the Rights Issue.
For further details of the terms of the Rights Issue, please refer to the
Prospectus.
For further information, please contact:
CEO Einar Ytredal, phone: +47 975 20 184
CFO Øystein Kvåle, phone: +47 479 02 919
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 11 and has direct and indirect
ownership in 23 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.