NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE LOCAL SECURITIES LAWS OR REGULATIONS OF SUCH JURISDICTION.
Oslo, 22 May 2019: Reference is made to the stock exchange announcement published on 15 May 2019, in which Klaveness Combination Carriers ASA ("KCC" or the "Company") announced the successful completion of a NOK 350 million private placement (the "Private Placement") and subsequent listing of its shares on Oslo Axess (the "Listing").
ABG Sundal Collier ASA (the "Stabilisation Manager") may, on behalf of the Joint Bookrunners (as defined below) engage in stabilisation activities for the shares of KCC (the "Shares") from today 22 May 2019 to and including 20 June 2019 (the "Stabilisation Period"). Any stabilisation activities will be aimed to support the market price of the Shares.
In connection with the Private Placement, the Joint Bookrunners have over-allotted 382,000 Shares to the applicants in the Private Placement. In order to permit the delivery of the over-allotments made, the Stabilisation Manager, on behalf of the Joint Bookrunners, has borrowed a number of Shares equal to the number of over-allotted Shares from Klaveness Ship Holding AS.
Further, the Company has granted the Stabilisation Manager, on behalf of the Joint Bookrunners, a share over-allotment option (the "Over-allotment Option") to subscribe for up to 382,000 new Shares to be issued by the Company, all at a price per Share of NOK 47.50, which is equal to the offer price in the Private Placement (the "Offer Price"). The Over-allotment Option may be exercised at any time, in whole or in part, during the Stabilisation Period. The Stabilisation Manager may close out the short position created through the over-allotment of Shares in the Private Placement by buying Shares in the open market through stabilisation activities and/or by exercising the Over-allotment Option.
The Stabilisation Manager or its agents may effect transactions with a view to support the market price of the Shares at a level higher than what might otherwise prevail, through buying Shares in the open market at prices equal to or lower than (but not above) the Offer Price. There is no obligation on the Stabilisation Manager to conduct stabilisation activities and there is no assurance that stabilisation activities will be undertaken. Such stabilising activities, if commenced, may be discontinued at any time, and will in any event be brought to an end at the end of the Stabilisation Period.
Within one week after the end of the Stabilisation Period, the Stabilisation Manager will publish an announcement on the information system of Oslo Børs (www.newsweb.no), under the Company's ticker as to whether or not price stabilisation activities were undertaken. If stabilisation activities were undertaken, the information will also include information about: (i) the total amount of Shares purchased; (ii) the date on which the stabilisation started; (iii) the date on which stabilisation last occurred; and (iv) the price range within which stabilisation was carried out, for each of the dates during which stabilisation transactions were carried out, as well as the highest, lowest and average price paid during the Stabilisation Period.
Any stabilisation activities will be conducted in accordance with Section 3-12 of the Norwegian Securities Trading Act and Commission Regulation (EC) No. 2273/2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back programmes and stabilisation of financial instruments.
The Company and the Joint Bookrunners have agreed that any profit resulting from stabilisation activities conducted by the Stabilisation Manager, on behalf of the Joint Bookrunners, will be for the account of the Company.
ABG Sundal Collier ASA and Clarksons Platou Securities AS are acting as Joint Global Coordinators and Joint Bookrunners and SEB Corporate Finance (a part of Skandinaviska Enskilda Banken AB (publ) Oslofilialen) is acting as a Joint Bookrunner (together the "Joint Bookrunners") in connection with the Private Placement and the Listing.
Important Notice
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. None of the Joint Bookrunners or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer to sell or a solicitation of any offer to buy or subscribe for any securities referred to in this announcement to any person in any jurisdiction, including the United States, Australia, Canada, Japan, Hong Kong or South Africa or any jurisdiction to whom or in which such offer or solicitation is unlawful. 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 "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material.
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 Directive ("Qualified Investors"), i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are Qualified Investors and 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 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.
The Joint Bookrunners and their affiliates are acting exclusively for the Company and no-one else in connection with the Private Placement. They will not regard any other person as their respective clients in relation to the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Joint Bookrunners and any of their affiliates acting as investors for their own accounts. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations 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", "aims", "expect", "anticipate", "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 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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, each of the Joint Bookrunners and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.