COMBINATION WITH REACH SUBSEA
Transit Invest expands into the subsea sector through
a combination with Reach Subsea
Transit Invest ASA ("Transit" or the "Company")
announces that it has executed a contribution
agreement (the "Contribution Agreement") pursuant to
which it shall acquire all the shares in Reach Subsea
AS ("Reach") against consideration in the form of
13,183,578 new shares with a par value of NOK 1
(following a consolidation of the Company's shares in
the ratio 20:1) (the "Consideration Shares") in the
Company at a subscription price of NOK 1.60 per
Consideration Share (the "Combination").
In connection with the Combination, Transit and Reach
will establish a syndicate consisting of Reach
management and a few external investors in connection
with a contemplated private placement of up to NOK 42
million (the "Private Placement").
The Combination
Having conducted a strategic review of potential new
business opportunities, Transit's board of directors
has concluded that the outlook in the subsea sector
looks very promising, with anticipated strong growth
in demand. Accordingly, the board of directors
believes that the Combination will open for
attractive opportunities for the Company. Through the
Combination, the Company will make a significant
shift towards the subsea sector. The strategy of the
combined group going forward will be to become a
complete subsea services provider, by building on and
benefiting from the extensive industry experience and
competence of the management and employees in Reach
headed by CEO Kåre Johannes Lie.
The Contribution Agreement has been entered into
amongst the Company, all shareholders in Reach, and
by Caiano AS, Caiano Ship AS and Aage Thoen Ltd AS
(collectively, the "Main Shareholders"), who in
aggregate own 70.53% of the shares in the Company.
Completion of the Combination is subject to the
following conditions: (i) the general meeting in the
Company resolving: (a) to consolidate the Company's
shares in the ratio 20:1, (b) the share capital
increase required to implement the Combination, (c)
the share capital increase or alternatively, to grant
the board an authority to resolve the share capital
increase, required to implement the Private
Placement, (d) certain changes to the Company's
articles of association, including to change the
company name to "Reach Subsea ASA", and (e) to
appoint a new board of directors; (ii) the board of
directors in the Company appointing Kåre Johannes Lie
as the CEO of the Company; (iii) the Company
remaining listed on Oslo Børs; (iv) no material
adverse change having occurred with regards to the
Company's business or financial position; and (v) a
restructuring of the Company having been duly
completed.
The Main Shareholders have undertaken in the
Contribution Agreement to vote in favor of the above-
mentioned resolutions at the general meeting in
Transit.
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.
Subject to fulfillment of the above conditions and
the approval by the general meeting in the Company of
the relevant proposals, it is expected that the
Combination and the Private Placement will be
completed by the end of November 2012.
Pending the publication of an EEA prospectus to be
approved by the Financial Supervisory Authority of
Norway for the listing of the Consideration Shares
and the new shares in the Private Placement on the
Oslo Stock Exchange, the Consideration Shares and the
new shares in the Private Placement will be
registered under a separate ISIN and will not be
tradable on the Oslo Stock Exchange. The prospectus
will be published as soon as it has been approved by
the Financial Supervisory Authority of Norway.
Pareto Securities AS has been engaged as manager for
the Combination and the Private Placement.
Further information about Reach
Reach was established in 2008 in Norway by four
founders with extensive subsea experience. During the
last 4 years, Reach has provided certain ROV,
engineering and consultancy services to the oil
industry, including the development of a new survey
ROV, the Surveyor. Its engineering department
consists of highly skilled subsea and marine
engineers, all with long experience in planning,
management and execution of offshore and subsea
operations. The company has its office and workshop
facilities on Killingøy Offshore Base in Haugesund,
Norway. From the facilities the company can perform
in-house engineering and project planning together
with design and fabrication of subsea equipment.
Along its quay it can mobilize and support large
subsea support vessels.
This year, the company has initiated an expansion
plan with new employees, increased equity and new
shareholders, and introduced the ambition to become a
more complete subsea provider. The company's vision
is to become a full subsea service provider of
advanced subsea engineering services and vessel
spreads in regards to quality, competence and HSE.
The short term goal is to have 1-2 vessels ready for
offshore work before summer 2013. Within the next 5
years, the goal is to create a new strong Norwegian
player within the upcoming subsea service market and
be recognized by all stakeholders as a flexible,
competitive and high quality performer with own world
class engineering, human resources and state of the
art ROV's, subsea assets and support vessels.
Reach has currently 10 employees. The company's key
personnel are the following: Kåre Johannes Lie
(Managing Director), Jostein Alendal (Business
Development Manager), Svein M. Storesund (Technical
Manager), Inge Grutle (Engineering Manager), Åge J.
Nilsen Jr (Financial Manager) and Bjørg Døving (HR
and Quality Manager).
The board of directors of Reach consists of the
following persons: Kåre Johannes Lie (Chairman), Sven
M. Storesund, Inge Grutle, Jostein Alendal and Åge J.
Nilsen Jr.
Key financial figures for Reach extracted from the
company's audited annual accounts for the financial
years ended 2011, 2010, 2009:
Income Statement:
NOK thousand 2011 2010 2009
Revenue 6,213 2,729 1,114
Operating Profit 2,231 105 -1,989
Net Profit 1,668 124 -1,345
Balance Sheet:
NOK thousand 31.12.11 31.12.10 31.12.09
Total Assets 5,705 3,924 3,896
Equity 3,316 3,433 3,308
Liabilities 2,389 491 588
For further information about Reach, reference is
made to the company's website: www.reachsubsea.com
and the company presentation attached hereto of 31
October 2012.
It has been agreed in the Contribution Agreement that
Transit shall establish an incentive scheme for the
management and other key employees following the
Combination in order to align their interests with
those of long term shareholders in the Company, and
which shall include an option pool in line with
market practice. However, the details of such scheme
remain to be determined.
For further information, please contact:
Øystein D. Olsrød
CFO
Transit Invest ASA, tel. +47 91 60 22 26
Kåre Johannes Lie
Managing Director
Reach Subsea AS, tel. +47 93 03 83 14