NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Fosnavåg, 30 July 2021; Reference is made to the announcement from Havila Kystruten AS (“Havila Kystruten”, “Havila Voyages”, or the “Company”) published on 14 July 2021 regarding the successful completion of the NOK 500 million Private Placement (as defined below), and subsequent application to list the Company’s shares on Euronext Growth Oslo.
On 26 July 2021 Oslo Børs decided to admit the Company to trade on Euronext Growth Oslo under the trading symbol “HKY”. Following this, Havila Kystruten is pleased to announce that all conditions have now been met for the completion of the NOK 500 million Private Placement (the “Private Placement”). The Company’s shares is expected to have its first day of trading on 3 August 2021 (the “Listing”).
On 28 July 2021, the Company held an extraordinary general meeting resolving to establish the Company as the new holding company for the Havila Kystruten group and to complete the Private Placement. Registration of the decisions in the Norwegian Register of Business Enterprises was completed today. As a result, the share capital of the Company is now NOK 49,650,000 consisting of 49,650,000 shares each with a par value of NOK 1.
Through the Private Placement, the Company has issued 19,650,000 new shares (the “Offer Shares”) at a price of NOK 25.50 per Offer Share (the “Offering Price”), constituting approximately 40% of the total 49,650,000 shares outstanding after the Private Placement. Based on the Offering Price the post-money market capitalization of the Company will be approximately NOK 1,266 million.
The net proceeds from the Private Placement will be used to make preparations for the Company’s commencement of operations as operator of four ships on the Norwegian Coastal Route, to finance working capital related to the delivery and operation of its four vessels under construction, and for general corporate purposes.
The Private Placement is to be settled by the Managers on a delivery-versus-payment basis on 3 August 2021 following the issuance of the new shares in VPS. The delivery-versus-payment settlement in the Private Placement is facilitated by a pre-funding agreement between the Company and the Managers.
Following the Listing, the Company will start preparations for an uplisting on Euronext Expand or Oslo Børs, with an ambition to complete the uplisting within 6-12 months, subject to prevailing market conditions and satisfaction of applicable listing requirements.
Advisors
Fearnley Securities AS and SpareBank 1 Markets AS are engaged as financial advisors to the Company and acted as Joint Global Coordinators and Bookrunners in the Private Placement and Listing. Wikborg Rein Advokatfirma AS is acting as legal advisor to Havila Kystruten.
For more information, please contact:
Vegard Sævik, representing Havila Holding AS
Telephone: +47 906 58 417
Email: vegard@havila.no
Arne Johan Dale, Interim CEO of Havila Kystruten AS
Telephone: +47 909 87 706
Email: ajd@havila.no
Important notice:
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for 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 "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" 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 believe 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 their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Managers nor any of their 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 Managers nor any of their affiliates accepts any liability arising from the use of this announcement.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.