Transit Invest completes a private placement
Reference is made to the stock exchange notice from
Transit Invest ASA ("Transit" or the "Company") of 31
October 2012 regarding a contemplated combination
(the "Combination") with Reach Subsea AS ("Reach")
and a private placement (the "Private Placement")
with gross proceeds of up to NOK 42 million. The
Company announces today that it has completed a
placing of 26,250,000 new shares with a par value of
NOK 1 each (following a consolidation of the
Company's shares in the ratio 20:1) (the "New
Shares") in the Company at a subscription price of
NOK 1.6 per New Share in the Private Placement,
raising gross proceeds of NOK 42 million.
A syndicate consisting of Reach management and a few
external investors, including Accello Partners 1 AS,
have in a subscription agreement with the Company
undertaken, subject to certain conditions outlined
below, to subscribe and pay for the New Shares.
Reference is made to the document attached hereto for
disclosure of large shareholdings in relation thereto.
The proceeds from the Private Placement will be used
to secure the Company's cash needs for an interim
period following completion of the Combination.
A notice for an extraordinary general meeting in
Transit containing the required proposals for
implementing the Combination and the Private
Placement is expected to be sent to the Company's
shareholders within a short period of time.
The subscription undertakings in the Private
Placement are conditional upon: (i) the contribution
agreement regarding the Combination becoming
unconditional, including through inter alia the
general meeting in the Company resolving the share
capital increase required to implement the Private
Placement; (ii) the general meeting in the Company
appointing a new board of directors; and (iii) lock-
up undertakings being obtained from Kåre Johannes
Lie, Jostein Alendal and Inge Grutle, and from the
new CFO and new senior operation officer in the
Company to be appointed (provided, however, that such
persons actually have been employed), and from Caiano
AS and Caiano Ship AS, for such persons' shares in
the Company.
Subject to fulfillment of the above conditions,
including that the general meeting in the Company
adopts the relevant resolutions in relation to the
Combination and the Private Placement, it is expected
that the Combination and the Private Placement will
be completed by the end of November 2012.
"We are very pleased with having agreements in place
securing the Combination and the Private Placement,
and look forward to implement our strategy for the
combined company following completion of the
transactions. Our aim is to develop the Company into
a complete subsea services provider, by building on
the extensive industry experience and competence of
the management and employees in Reach", says Kåre
Johannes Lie, CEO of Reach, and who will be the new
CEO of the Company.
Accello Partners is a newly established company
initiated by Staff-Gruppen AS, Convexa AS and
Spitsbergen AS. It intends to be a long term active
owner in the Company and support the management team
in building a leading subsea company.
Pareto Securities AS is acting as manager for the
Combination and the Private Placement.
For further information, please contact:
Øystein D. Olsrød
CFO, Transit Invest ASA, tel. +47 91 60 22 26
Kåre Johannes Lie
CEO, Reach Subsea AS, tel. +47 93 03 83 14
Anders Onarheim
Accello Partners AS, tel. +47 97 40 15 11