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Bømlo, 2 March 2023: Reference is made to Eidesvik Offshore ASA’s (OSE: EIOF) (“EIOF” or the “Company”) stock exchange announcement dated 23 February 2023, concerning the Company’s formation of a joint venture with Reach Subsea, which main purpose is to acquire, own and operate the subsea IMR vessel “Edda Sun” (to be named “Viking Reach”) (the “JV Company”). The Company has retained Pareto Securities AS as Manager (the “Manager”) with respect to a contemplated partially underwritten private placement of new shares (the “Offer Shares”), raising gross proceeds of approximately NOK 105 to 130 million, directed towards certain investors, including existing shareholders and new potential investors, subject to, and in compliance with, applicable exemptions from relevant prospectus or registration requirements (the “Private Placement”). In addition, after a successful completion of the Private Placement the Company’s board of directors (the “Board”) plans to propose a subsequent offering towards existing shareholders not participating in the Private Placement (the “Subsequent Offering”). The Company intends to use the net proceeds from the Private Placement to finance the Company’s share capital contribution in the JV Company, as well as for general corporate purposes.
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OFFER PRICE AND APPLICATION PERIOD
The subscription price for the Offer Shares has been set to NOK 12.00.
The application period in the Private Placement will commence on 2 March 2023 at 16:30 CET and close on 3 March 2023 at 08:00 CET. The Company and the Manager may at their sole discretion extend or shorten the application period at any time for any reason with short or no notice. If the application period is extended or shortened, the other dates referred to herein may be amended accordingly. Subject to a successful completion of the application process for the Private Placement, the Company will announce the final number of Offer Shares placed in a stock exchange notice expected to be published before the opening of trading on Oslo Børs, tomorrow 3 March 2023.
UNDERWRITING, SHARE LENDING AND PREFUNDING OF THE JV-COMPANY
Eidesvik Invest AS (the “Majority Shareholder”) currently owns approximately 59.86% of the shares in the Company. The Majority Shareholder has provided an intermediate loan to the Company (the “Intermediate Loan”), used to finance the participation contribution in the JV Company, until completion of the contemplated Private Placement. Furthermore, to facilitate DVP settlement of the Private Placement, the Majority Shareholder has entered into a share lending agreement with the Company and the Manager. Furthermore, the Majority Shareholder has underwritten NOK 96 million of the Private Placement. As compensation, the Majority Shareholder will receive a fee of approx. NOK 1.9 million, which equals 5% of the portion of its underwriting exceeding its pro-rata share of the Private Placement.
Furthermore, the Majority Shareholder has, on certain conditions, been guaranteed a pro-rata allocation in the Private Placement, equal to its current pro-rata shareholdings in the Company. The Majority Shareholder may, subject to the approval of the Company’s general meeting, on a NOK for NOK basis, set-of its obligation to pay contribution for allocated Offer Shares against a corresponding amount outstanding under the Intermediate Loan.
APPLICATION AND ALLOCATION
The Private Placement is directed towards a limited number of Norwegian and international investors, including existing Company shareholders and new investors, in each case, subject to and in compliance with applicable exemptions from relevant prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions: (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933 (the “US Securities Act”) and (ii) in the US to “qualified institutional buyers” (“QIBs”) as defined in Rule 144A under the US Securities Act.
The minimum application and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000 per investor, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent exemptions from the prospectus requirements pursuant to applicable regulations, including the Norwegian Securities Trading Act (the “NSTA”) and Regulation (EU) 2017/1129 on prospectuses for securities and ancillary regulations, are available.
Allocation of Offer Shares will be determined at the end of the application period by the Board, at its sole discretion, in consultation with the Manager. The Board will focus on criteria such as (but not limited to) the underwriting, indications from the wall-crossing phase of the Private Placement, existing ownership in the Company, timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon and other criteria as per the allocation principles as set out in the Term Sheet, however so that the Underwriter will receive a minimum of its Guaranteed Allocation. Allotment of Offer Shares totalling a lower amount than applied for does not affect the Applicant’s obligation to subscribe and pay for the Offer Shares allotted.
Notification of conditional allotment and payment instructions are expected to be issued to the applicants on or around 3 March 2023 through a notification to be issued by the Manager.
SETTLEMENT AND CONDITIONS
Settlement of the Offer Shares is expected to take place on a delivery versus payment (DVP) basis on or about 28 March 2023 before 09:00 CET through delivery of existing shares in the Company. DVP settlement of the Offer Shares is expected to be facilitated by a share lending agreement between the Manager, the Company and the Majority Shareholder (the “Share Lending Agreement”). However, the allocated Offer Shares will not be delivered to the relevant applicant before the conditions for the Private Placement have been fulfilled. The Offer Shares allocated to investors will be tradeable on Oslo Børs from delivery.
The completion of the Private Placement is subject to the following conditions (jointly, the “Conditions”); (i) the Board resolving to consummate the Private Placement and conditionally allocate the Offer Shares, (ii) an extraordinary general meeting (the “EGM”) in the Company resolving to approve the Private Placement and issue the Offer Shares, (iii) the Share Lending Agreement remaining unmodified and in full force and effect (jointly the “Conditions”); and (iv) that the JV-Company has completed its acquisition of the subsea IMR vessel “Edda Sun” (to be named “Viking Reach”).
Applicants being allocated Offer Shares in the Private Placement and who hold shares in the Company as of the date of the EGM undertake to vote in favour of, or give a voting proxy to be used in favour of, the approval of the Private Placement (including the Subsequent Offering) and abovementioned corporate resolutions at the EGM.
The Private Placement has been considered by the Board in light of the equal treatment obligations under the NSTA section 5-14, section 2.1 of the Oslo Rule Book II and Oslo Børs’ Circular no. 2/2014, and the Board is of the opinion that it is in compliance with these requirements and guidelines. The issuance of the Offer Shares is carried out as a private placement to finance the Company’s share capital contribution in the JV-Company, as well as for general corporate purposes. By structuring the equity raise as a private placement, the Company is able to raise capital quickly and in an efficient manner. Furthermore, the Company has conducted an accelerated bookbuilding process with existing and new investors to obtain the best possible terms for the Private Placement. Finally, in order to limit the dilutive effect of the Private Placement, the Board will consider carrying out the Subsequent Offering, directed towards shareholders who were not participating in the Private Placement (see details below). Further, the Private Placement and ancillary corporate resolutions, including the approval of the Subsequent Offering, are subject to approval by the EGM. On the basis of the above, and an assessment of the current equity markets as advised by the Manager, the Company’s need for funding, deal execution risk and available alternatives, the Board is of the opinion that the waiver of the preferential rights inherent in the Private Placement is in the common interest of the Company and its shareholders.
SUBSEQUENT OFFERING
Subject to, inter alia, (i) the completion of the Private Placement, (ii) relevant corporate resolutions including approval by the Board and the EGM, and (iii) prevailing market price of the Company’s shares, the Board will, in its sole discretion, consider carrying out the Subsequent Offering of new shares at the Offer Price. Any such Subsequent Offering, if applicable and subject to applicable securities laws, will be directed towards existing shareholders in the Company as of 2 March 2023 (as registered with the VPS two trading days thereafter) who (i) were not included in the wall-crossing phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action.
ADVISORS
Pareto Securities AS is engaged as the manager and bookrunner for the Private Placement and Advokatfirmaet Selmer AS is engaged as legal counsel to the Company.
CONTACT
For further information, please contact:
Helga Cotgrove, Chief Financial Officer
Phone: +47 90 73 52 46
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to the STA section 5-12. This stock exchange release was published by Lars Tufteland Engelsen, VP Finance at Eidesvik AS, on the time and date provided.
IMPORTANT INFORMATION
This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.
This communication may not be published, distributed, or transmitted 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 and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to U.S. persons (as defined in the U.S. Securities Act of 1933, as amended (the “Securities Act”)) or to publications with a general circulation in the United States of America.
This document is not an offer for sale of securities in the United States. The securities referred to herein have not been and will not be registered under the Securities Act, or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under Securities Act.
EIOF does not intend to register any part of the offering in the United States. There will be no public offering of the securities in the United States of America. The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it 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”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. 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 2017/1129 as amended together with any applicable implementing measures in any Member State. Investing in securities involves certain risks. This publication may contain specific forward-looking statements, e.g. statements including terms like “believe”, “assume”, “expect”, “forecast”, “project”, “may”, “could”, “might”, “will” or similar expressions. Such forward -looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of EIOF and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. EIOF assumes no responsibility to update forward -looking statements or to adapt them to future events or developments.
Kilde
