29 January 2025 – Reference is made to the announcement made by Philly Shipyard ASA (the “Company") on 19 December 2024 regarding the successful completion of the sale of Philly Shipyard, Inc. to Hanwha (the “Transaction”) for a purchase price of USD 100 million.
• The Board has today proposed an extraordinary cash dividend of USD 6.08 per share, in total approx. USD 73.6 million, which is the maximum distribution permitted under Norwegian law based on an interim balance sheet dated 30 December 2024.
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• The remaining cash in the Company at liquidation, estimated to approx. USD 10.4 million, excluding the Escrow Funds (as defined below) is expected to be distributed as liquidation dividend to the shareholders as part of the proposed liquidation of the Company, expected to be concluded during Q2 2025.
• Subject to any claims under the SPA with Hanwha, the Escrow Funds are expected to be distributed four years after the closing of the Transaction.
Upon completion of the Transaction, the Company received approximately USD 100 million in cash, which included the USD 10 million of the Transaction proceeds (the “Escrow Funds”) that the Company is obligated to maintain in an escrow account related to certain contingent liabilities of the Company under the share purchase agreement (“SPA”) for the Transaction for a period of up to four years following closing of the Transaction (the “Escrow Period”).
Based on an audited interim balance sheet dated 30 December 2024, the Board of Directors has proposed to pay an extraordinary cash dividend of USD 6.08 per share, in total USD 73,616,038.08 (the “Dividend”), pending approval by an extraordinary general meeting in the Company expected to be held on or about 19 February 2025 (the “EGM”). The proposed Dividend constitutes the maximum capital that the Company currently has available for distribution, cf. the Norwegian Public Companies Act section 8-1. The Board has proposed that the Company’s shareholders as of 19 February 2025 (as shown in the VPS on 21 February 2025) are eligible to receive the Dividend, which is expected to be paid out in NOK on or about 28 February 2025.
In light of completion of the Transaction, the board has also resolved to propose to liquidate the Company as there is no operational or investment activity left in the Company. The proposal to liquidate is subject to approval by the EGM, following which the Company expects the liquidation process to be completed within H1 2025.
Provided that the EGM resolves to liquidate the Company, the remaining unrestricted cash in the Company, after distribution of the Dividend (if approved) as well as certain liquidation and operating costs, will be distributed as a liquidation distribution to the Company’s shareholders as soon as permissible under Norwegian law.
Promptly after expiry of the Escrow Period, the Escrow Funds are, if and when released to the Company, in part or in whole, expected to be distributed as a subsequent distribution (Nw. etterutlodning) to the Company’s shareholders entitled to liquidation distribution, distributed on a pro rata basis. The amount of such subsequent distribution, if any, will depend on whether any of the contingent liabilities that the Escrow Funds are intended to secure are triggered. If any such liabilities are triggered in accordance with the terms of the SPA, a relative portion of the Escrow Funds will be released to Hanwha and not the Company. There is accordingly no guarantee that any of the Escrow Funds are actually released to the Company and distributed to its shareholders.
The Company will in due course provide more information regarding the payment of the liquidation distribution and the potential subsequent distribution of the Escrow Funds, if the EGM resolves to liquidate the Company.
Contact:
Jeffrey Theisen, Chief Financial Officer
Tel: +1 610-517-5943
E-mail: Jeffrey.Theisen@phillyshipyard.com
For more information about Philly Shipyard ASA, visit the Company’s new website www.phillyshipyardasa.com.
This information is considered to include inside information pursuant to the EU Market Abuse Regulation article 7 and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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