Philly Shipyard (PHLY)

sanoda · desember 24, 2024, 12:50pm

Kan vel sammenlignes med f.eks. Flyco AS. De gjorde det slik:

Ekstraordinært utbytte og etablering av datterselskap i Flyco AS

Bakgrunn: Flyco AS og Widerøe-salget
• Stiftelse: Flyco AS ble etablert 5. januar 2021 i forbindelse med salget av Torghatten ASA til EQT.
• Formål: Eierselskap for Torghattens tidligere aksjer i Widerøe.
• Struktur: Flyco AS eide 66 % av WF Holding AS, som igjen eide 100 % av Widerøe AS.
• Salg: Norwegian fikk i desember 2023 Konkurransetilsynets godkjenning til å kjøpe Widerøe for 1,1 milliarder kroner, med endelig pris avhengig av Widerøes lønnsomhet i 2023.

Ekstraordinært utbytte
• Vedtak: Generalforsamlingen 13. juni 2024 godkjente utbytte på 655 millioner kroner.
• Beløp: Aksjonærer mottar 15 kroner per aksje, som stammer fra salget av Widerøe-aksjene.

Etablering av datterselskap
• Begrunnelse: Salget av Widerøe medførte garantiforpliktelser som må håndteres.
• Løsning: Garantiforpliktelsen overføres til et nyopprettet datterselskap, som deretter selges.
• Avvikling: Etter salget av datterselskapet kan Flyco AS avvikles, og restbeløp utbetales til aksjonærene.
• Prosess: Ekstraordinær generalforsamling forventes i løpet av høsten for å fullføre avviklingen.

Konklusjon
• Flyco AS sikrer aksjonærene midler gjennom utbytte og planlagt avvikling, samtidig som garantiforpliktelsene håndteres separat i et datterselskap.

sanoda · desember 28, 2024, 1:55pm

Har gjort noen enkle utrengninger på evt. Philly Shipyard ASA utbytte.

Totalsum er MUSD 100 .
Minimum MUSD 10 (plus en arbeidskapital som ikke er oppgitt) må stå igjen i selskapet.
Alle utregninger er med USD/NOK 11,35 .

Med forskjellige USD kurser:

TekBot · januar 7, 2025, 2:27pm

Financial calendar

sanoda · januar 8, 2025, 12:57pm

Tenker “base case” er MUSD 80 som gir ca NOK 75 per aksje i utbytte (alt etter $ kurs).
Med da MUSD20 igjen i selskapet.
Hva er da fair prising av resten? Per nå priser markedet det til minus-verdi.

sanoda · januar 22, 2025, 7:14am

Ny hjemmeside for restene av Philly Shipyard.

TekBot · januar 29, 2025, 7:23am

Philly Shipyard ASA: Proposed distribution of all available cash and liquidation of the Company

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.

Kilde

TekBot · januar 29, 2025, 7:26am

Philly Shipyard ASA: Key information relating to payment of cash dividend

Reference is made to the announcement by Philly Shipyard ASA (the “Company”) on 29 January 2025 where the Board of Directors announced, among other things, that it had resolved to propose a USD 6.08 cash dividend per share to be paid by the Company, subject to approval by an extraordinary general meeting in the Company, expected to be held on 19 February 2025.

Key information relating to the cash dividend proposed to be paid by the Company is set out below:
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Dividend amount: USD 6.08 per share

Declared currency: USD (please note that the dividend will be paid out in NOK)

Last day including right: 19 February 2025

Ex-date: 20 February 2025

Record date: 21 February 2025

Payment date: On or about 28 February 2025

Date of approval: 19 February 2025

Contact:
Jeffrey Theisen, Chief Financial Officer
Tel: +1 610-517-5943
E-mail: Jeffrey.Theisen@phillyshipyard.com

This information is published in accordance with the requirements of the Continuing Obligations.

Kilde

TekBot · januar 29, 2025, 1:40pm

Philly Shipyard ASA: Notice of Extraordinary General Meeting

The board of directors of hereby calls for an extraordinary general meeting in Philly Shipyard ASA (the “Company”), on 19 February at 14:00 (CET), regarding a proposed dividend distribution based on an audited interim balance sheet, as well as a proposal to liquidate the Company.

The meeting will be conducted as a virtual meeting only, accessible online via Lumi AGM. All shareholders will be able to participate in the meeting, vote and ask questions from smartphones, tablets or desktop devices. For further information regarding electronic participation, please refer to the guide available at www.phillyshipyardasa.com.
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Shareholders that are eligible for attending and voting at the extraordinary general meeting must register their attendance no later than 17 February 2025 at 23:59 (CET). Attendees must be logged in before the meeting starts to be able to vote. Deadline for registration of advance votes and proxies is 17 February 2025 at 23:59 (CET).
Please find attached the following documents:

• Notice of extraordinary general meeting on 19 February 2025, incl. proxy form
• The Board of Directors’ proposed resolutions
• The audited interim balance sheet of Philly Shipyard ASA per 30 December 2024
• Guidelines for online participation

All documents to be processed in the meeting, as well as the participation link and guidelines for online participation, will also be made available on www.phillyshipyardasa.com.

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 subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

Kilde

sanoda · januar 30, 2025, 7:54am

Da var PHLY klar med melding og det ble som følger (Bruker USD 11.3)
Det er EGF i februar med forslag om utbytte og “liquidation” (legger ned ASA).

Første utbytte MUSD73,6, ex. 21.02.25 og utbetaling ca 28.02.2025 - USD6.08 per aksje - ca NOK68,7.
Andre utbytte ventet i Q225. MUSD10,4. Det blir ca NOK9,7.

Totalt utbytte forventet i H1 er da NOK 78,4.

Escrow konto. MUSD10. Dette er en sum som PHLY har forpliktet seg til ihht SPA (avtalen med Hanwha) skal stå på konto i opp til 4 år.
Ved maks utbetaling om ikke Hanwha krever noe her gir det ca. NOK9,3 per aksje ekstra innen 4 år.

Det var forventet at en del gikk bort i “liquidation” kost, det ble ca NOK 5,6.

TekBot · februar 13, 2025, 6:50am

Philly Shipyard ASA: Q4 2024 Results

TekBot · februar 14, 2025, 12:01pm

Financial calendar

TekBot · februar 19, 2025, 2:31pm

Philly Shipyard ASA: Minutes from Extraordinary General Meeting

TekBot · februar 20, 2025, 6:00am

PHLY – EX. DIVIDEND USD 6.08 PER SHARE TODAY

TekBot · mars 17, 2025, 1:04pm

Financial calendar

TekBot · april 2, 2025, 5:50am

Philly Shipyard ASA: Annual Report for 2024

TekBot · april 8, 2025, 12:00pm

Philly Shipyard ASA (under liquidation): Notice of 2025 Annual General Meeting

The annual general meeting of Philly Shipyard ASA (under liquidation) will be held on Tuesday, April 29, 2025 at 14:00 (CEST) as a virtual meeting.

The meeting will be conducted as a virtual meeting only, accessible online via Lumi AGM. All shareholders will be able to participate in the meeting, vote and ask questions from smartphones, tablets or desktop devices. For further information regarding electronic participation, please refer to the guide available at www.phillyshipyardasa.com.
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Although no pre-registration is needed for attending online, shareholders that are eligible for attending and voting at the annual general meeting are encouraged to register their attendance no later than April 25, 2025 at 23:59 (CEST). Attendees must be logged in before the meeting starts to be able to vote. Deadline for registration of advance votes and proxies is April 25, 2025 at 23:59 (CEST).

Please find attached the following documents:

• Notice of Annual General Meeting 2025, incl. proxy form
• The Board of Directors’ Proposed Resolutions
• Remuneration Report for Executive Management and Board of Directors for 2024
• Recommendations from the Nomination Committee
• Guidelines for online participation

All documents to be processed in the meeting, as well as the participation link and guidelines for online participation, will be made available on www.phillyshipyardasa.com.

Contact:
Jeffrey Theisen
Chief Financial Officer
Tel.: +1 610-517-5943
E-mail: jeffrey.theisen@phillyshipyard.com

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

Kilde

TekBot · april 25, 2025, 8:33am

Financial calendar

TekBot · april 29, 2025, 1:46pm

Philly Shipyard ASA (under liquidation): Minutes from Annual General Meeting

TekBot · mai 22, 2025, 4:28pm

PHILLY SHIPYARD ASA: UPDATE ON LIQUIDATION PROCESS

The Board of Directors (the “Board”) proposes certain adjustments to the final liquidation structure of Philly Shipyard ASA (under liquidation) (the “Company”). The Company still expects to distribute approx. USD 10.4 million to its shareholders within Q2 2025 as part of the liquidation process, in line with previous communication.

Reference is made to the previous announcements made by the Company regarding the proposed distribution of all available cash and liquidation of the Company, including the resolution made in the extraordinary general meeting held on 19 February 2025 (the “EGM”) to liquidate the Company. After careful deliberation, the Board of Directors (the “Board”) proposes that the final liquidation of the Company be deferred until the Escrow Period (see below) expires. This will allow for management of the Escrow Account (see below) and any associated administration and required reporting. Communication and future payments to the shareholders will also be facilitated. There is no change to the expected distribution of approx. USD 10.4 million to the shareholders within Q2 2025.
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The liquidation of the Company and the cash distribution were proposed by the Board following the successful completion of the sale of Philly Shipyard, Inc. to Hanwha on 19 December 2024 (the “Transaction”), after which the Company no longer has any operational activity.

As part of the Transaction, the Company is obligated to maintain USD 10 million of the proceeds in an escrow account (the “Escrow Account”) as security for 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”).

Since the EGM, the Company has worked continuously towards a final distribution of remaining available cash and the final liquidation of the Company. The Board has concluded that it is preferable for the Company and its shareholders to defer the final liquidation of the Company until the Escrow Period expires. The Board therefore proposes that the Company be kept active (under liquidation) as a non-operational, delisted entity and converted into a private limited company (Nw. aksjeselskap) (“AS”) to keep reporting obligations to a minimum. The Company’s shares will remain registered with the Norwegian Central Securities Depository (the “CSD”) (Nw. Verdipapirsentralen, VPS).

The proposal is subject to the Company obtaining approval by the Oslo Stock Exchange to delist the Company from Euronext Expand.

The Board will shortly call for an extraordinary general meeting where it is proposed to apply for a delisting of the Company’s shares, convert the Company from a public limited liability company (Nw. allmennaksjeselskap) (“ASA”) into an AS and elect a new board of directors, subject to the Company being delisted. The Board also expects to shortly conclude and arrange for a distribution of the Company’s available cash, excluding such cash that the Company needs to withhold to cover its expected liabilities, including reporting obligations, until the final liquidation of the Company. Any remaining cash, including any remaining cash on the Escrow Account following expiry of the Escrow Period, will be distributed to the Company’s shareholders upon the final liquidation of the Company.

The Company will provide more information regarding the expected cash distribution in Q2 2025 once it is finally concluded by the Board.

Contact:
Jeffrey Theisen, Chief Financial Officer
Tel: +1 610-517-5943
E-mail: Jeffrey.Theisen@phillyshipyard.com

For more information about Philly Shipyard ASA (under liquidation), visit the Company’s website www.phillyshipyardasa.com.

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

Kilde

TekBot · juni 3, 2025, 9:38pm

Philly Shipyard ASA: Key information relating to payment of liquidation dividend and information about the liquidation balance sheet

Reference is made to the extraordinary general meeting in Philly Shipyard ASA (under liquidation) (the “Company”) on 19 February 2025 where the general meeting resolved to liquidate the Company. The Company’s board of directors has in accordance with the Norwegian Public Limited Liability Companies Act section 16-9 resolved to distribute a liquidation dividend to its shareholders.

Key information relating to the liquidation dividend is set out below:
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• Dividend amount: USD 0.86 per share
• Declared currency: USD (please note that the dividend will be paid out in NOK)
• Last day including right: 6 June 2025
• Ex-date: 10 June 2025
• Record date: 11 June 2025
• Payment date: On or about 20 June 2025
• Date of approval: 3 June 2025

Other information:

The Board of Directors has in accordance with section 16-6 of the Norwegian Public Limited Liability Companies Act prepared a liquidation balance sheet as of 30 April 2025. The liquidation balance sheet has been audited by the Company’s auditor. Both the balance sheet and the auditor’s report are attached hereto. The liquidation balance sheet will also be distributed to the shareholders of the Company and is available at the Company’s registered office as required by the Norwegian Public Limited Liability Companies Act.

This information is published in accordance with the requirements of the Continuing Obligations and the disclosure requirements set out in the Norwegian Securities Trading Act section 5-12.

Kilde