NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to the previous stock exchange announcement made by Havyard Group ASA (“Havyard”) on 26 November 2020 regarding inter alia, the contemplated spin-off of four of its subsidiaries in a separate company to be named HAV Group ASA (“HAV” or the “Company”), to be listed on Euronext Growth Oslo. Reference is further made to the stock exchange announcement by Havyard on 11 February 2021 regarding a company presentation describing the potential spin-off and the included subsidiaries. The Company has engaged Fearnley Securities as manager to advise on and effect a private placement of shares in the Company (the “Private Placement”).
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Prior to the contemplated Private Placement, the Company is a wholly owned subsidiary of Havyard with no business. Havyard will contribute certain assets to the Company as part of the transaction (the “Transaction”) of which the Private Placement is a part, such assets being (i) all of Havyard’s shares in the fully-owned subsidiaries Norwegian Electric Systems AS, Havyard Design & Solutions AS and Havyard Hydrogen AS, as well as the 77.3% shareholding in Norwegian Greentech AS, (ii) the hydrogen FreeCO2ast Project and (iii) the debtor position under an MNOK 55 loan facility with DNB related to Havyard’s financing of the shares in Norwegian Electric Systems AS.
Under the Private Placement, the Company is seeking to raise approximately NOK 90 million through a placement of new shares (the “Primary Offering”) and Havyard is seeking to raise approximately NOK 120 million through the sale of existing shares of the Company (the “Secondary Offering”). Approximately 4.5 million new shares and approximately 6 million existing shares are being offered, jointly referred to as the “Offer Shares”. The number of new and existing Offer Shares may be adjusted depending on the offer price (as set out below), subject to Havyard not in any event being reduced below a 50.1% shareholding.
The price at which the Offer Shares will be sold (the “Offer Price”) will be determined through a book building process and is currently expected to be around NOK 20, corresponding to a valuation of the Company (prior to the Private Placement) at or near NOK 600 million.
The net proceeds from the Primary Offering will be allocated to R&D initiatives, organizational development and to strengthen the Company’s working capital in anticipation of higher business volumes. Havyard’s net proceeds from the Secondary Offering will be allocated to repay the outstanding bond and certain other liabilities to ensure the release of all necessary collateral.
The Private Placement is directed towards certain investors subject to, and in compliance with, applicable exemptions from relevant prospectus or registration requirements.
The bookbuilding period for the Private Placement will commence today, 17 February 2021 at 16:30 (CET) and will close on 18 February 2021 at 08:00 (CET). The Company reserves the right to close or extend the bookbuilding period at any time and for any reason at its sole discretion and without notice. The minimum order size and allocation in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, offer and allocate an amount below EUR 100,000, pursuant to any applicable exemptions from the prospectus requirement being available.
The Company has received significant indications of interest from existing shareholders and new investors. In addition, key personnel and members of the Board have committed to subscribe for and be allocated NOK 2.5 million.
Havyard expects to retain an ownership of approximately 70%, but in no event reducing Havyard below a 50.1% shareholding. Upon full repayment of the construction loans granted to New Havyard Ship Technology AS for which Havyard’s shareholding in the Company has been pledged, Havyard will consider the possibility to distribute its shares in HAV to its shareholders.
Completion of the Private Placement is conditional upon the necessary corporate resolutions being made, the Offer Shares having been fully paid and validly issued and completion of the Transaction as described above, including satisfactory agreements entered into with Havyard’s lenders and other stakeholders. Allocation of Offer Shares will be determined at the end of the application period at the sole discretion of the Company’s Board. The Board will focus on allocation criteria such as (but not limited to) existing ownership in Havyard, timeliness of the application, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon. Settlement instructions are expected to be distributed by the Managers on or about 19 February 2021, with payment date on or about 23 February 2021 and delivery of Offer Shares to the subscribers on or about 25 February 2021.
The Company and the Manager reserve the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Company, Havyard nor the Manager will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
Further selling restrictions and transaction terms will apply.
As part of the Private Placement, the Company has applied for its shares to be admitted to trading on Euronext Growth Oslo. Subject to completion of the Private Placement and approval from Euronext, the expected first day of trading will be on or about 4 March 2021.
Based on preliminary full year (unaudited) 2020 carve-out financials for HAV Group ASA, EBITDA amounted to NOK 85 million on revenues of NOK 647 million. EBIT amounted to NOK 68 million and net profit was NOK 27 million. The order backlog stands at NOK 844 million as of end 2020.
A company presentation of the Company is available on Havyard’s website at the following link: Reports & Presentations - Havyard
Fearnley Securities acts as financial advisor, manager and bookrunner in connection with the Transaction, Private Placement and admission to trading on Euronext Growth. Wikborg Rein Advokatfirma AS acts as legal advisor to the Company.
For more information, please contact:
Gunnar Larsen, CEO +47 90 10 56 94
Erik Høyvik, CFO +47 91 68 31 73
Contact information for the Manager:
Telephone: +47 22 93 63 98
Kilde
(ship tec, er vel d som drar ressurser i konsernet )