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DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, HONG KONG OR SOUTH AFRICA.
Reference is made to the stock exchange announcement by Solstad Offshore ASA
(“SOFF” and, together with its subsidiaries, the “Solstad Group”) on 16 January
2024 regarding the completion of the refinancing of the Solstad Group and the
share offering to be made in Solstad Maritime Holding AS (“SMH”), subject to the
publication of an offering prospectus.
SMH has on 29 May 2024 received approval by the Financial Supervisory Authority
of Norway for a prospectus (the “Prospectus”) for the offering of new shares
directed towards Eligible Investors (see below for more information) raising
gross proceeds of approx. NOK 750 million (the “Offering”). The Prospectus will,
subject to regulatory restrictions in certain jurisdictions, be available at
paretosec.com/transactions.
The Offering
In accordance with the authorisation to increase SMH’s share capital granted to
the board of directors at SMH’s extraordinary General Meeting held on 16 January
2024, the board of directors resolved on 28 May 2024 to launch the Offering,
which will consist of up to 63,497,303 new shares in SMH, each with a nominal
value of NOK 0.20 (the “Offer Shares”).
The subscription price is NOK 11.82 per share (the “Subscription Price”).
The subscription period for the Offering commences tomorrow, 30 May 2024, at
09:00 CEST, and will expire on 12 June 2024 at 16:30 CEST (the “Subscription
Period”).
The Offering is directed towards shareholders in SOFF, other than Aker Capital
AS, as of 27 October 2023, as registered with the VPS on 31 October 2023 (the
“Record Date” and the “Eligible Investors”). Eligible Investors will be granted
Subscription Rights, which will be delivered in VPS (see below for more
information).
Publication of the results of the Offering is expected to take place on or about
12 June 2024. Notifications of allocation of Offer Shares, and the corresponding
subscription amount to be paid by each subscriber, are expected to be made
available by Pareto Securities AS, who is acting as sole global coordinator and
sole bookrunner in the Offering (the “Manager”), on or about 13 June 2024.
Payment for allocated Offer Shares falls due on or about 17 June 2024. SMH
expects that allocated Offer Shares will be delivered to the VPS accounts of the
subscribers on or about 24 June 2024, subject to timely payment by the
subscriber.
The net proceeds from the Offering will be used for general corporate purposes
and further development of the SMH group, as well as paying interest and
instalments under the group’s loan agreements.
Additional information regarding the Offering and further instructions regarding
the procedures for subscription of the Offer Shares, payment and delivery are
included in the Prospectus.
The Subscription Rights
Each Eligible Investor will be granted 1 (one) tradeable subscription right (the
“Subscription Rights”) per 1 (one) share held in SOFF, based on their
shareholding in SOFF as of the Record Date. The Subscription Rights will be
credited to and registered on each Eligible Investor’s VPS account by the start
of the Subscription Period. Each Subscription Right will give the right to
subscribe for, and be allocated, 1 (one) Offer Share. Over-subscription with
subscription rights will not be permitted. Other than subscription by Aker
Capital AS, which has fully underwritten the Offering (see below for more
information), subscription without Subscription Rights will not be permitted.
Subscription Rights (whether held by Eligible Investors or acquired) that are
not exercised before the end of the Subscription Period (16.30 CEST on 12 June
2024) will have no value and will lapse without compensation to the holder. If
there is no intention to exercise the Subscription Rights, the Subscription
Rights should be sold before the end of the trading period for the Subscription
Rights (16:30 CEST on 6 June 2024 - see below for more information). Holders of
Subscription Rights should note that subscriptions for Offer Shares must be made
in accordance with the procedures set out in the Prospectus and that the grant
of Subscription Rights does not in itself constitute a subscription for Offer
Shares.
Eligible Investors resident in jurisdictions where the Prospectus may not be
distributed and/or with legislation that, according to SMH’s assessment,
prohibits or otherwise restricts subscription for Offer Shares and Eligible
Investors located in the United States who SMH does not reasonably believe to be
a QIB (the “Ineligible Investors”) will not be eligible to exercise Subscription
Rights. Any Subscription Rights initially credited to such Ineligible Investors’
VPS accounts does not constitute an offer to Ineligible Investors and will to
the extent possible be withdrawn from such Ineligible Investors’ VPS accounts,
with no compensation to the holder.
Subscriptions for Offer Shares must be made in accordance with the procedures
set out in the Prospectus. Subscription for Offer Shares may be made by
submitting a correctly completed subscription form, attached as Appendix D to
the Prospectus, to the Manager in accordance with the terms and conditions set
out in the Prospectus.
The subscription form will together with the Prospectus be available on
www.paretosec.com/transactions (Ongoing transactions : Pareto Securities).
Subscribers who are residents of Norway with a Norwegian personal identification
number are encouraged to subscribe for Offer Shares through the VPS online
subscription system or by following the link on
www.paretosec.com/transactions (Ongoing transactions : Pareto Securities).
Trading in Subscription Rights
The Subscription Rights will be freely tradable on the NOTC list with ticker
code “SOFMART” from and including 30 May 2024 at 09:00 CEST to and including 6
June 2024 at 16:30 CEST. The Subscription Rights will hence only be tradable
during part of the Subscription Period.
A person interested in buying or selling Subscription Rights should contact
their broker or the Manager to register such interest in the NOTC system.
Persons intending to trade in Subscription Rights should be aware that the
trading in, and exercise of, Subscription Rights by holders who are located in
jurisdictions outside of Norway may be restricted or prohibited by applicable
securities laws.
For more information please visit www.notc.no.
Underwriting of the Offering
The Offering has been fully underwritten by Aker Capital AS, which has
undertaken to subscribe for, and shall be allocated, any Offer Shares not
allocated on the basis of Subscription Rights. Furthermore, Aker Capital AS has
the right to purchase Subscription Rights.
Listing of SMH’s shares
SHM’s shares are currently not admitted to trading on any exchange or other
trading venue. SMH has expressed an intention to have the shares admitted to
trading on a regulated market within 12 months after completion of the Offering.
Completion of such listing is dependent on a number of factors, including the
majority shareholders deciding to initiate a listing process, market conditions
and the approvals of a listing application and listing prospectus. No formal
decision has however been made, and there can be no assurance that the Company
will complete such listing.
Advisors
Pareto Securities AS is the Manager in the Offering. Wikborg Rein Advokatfirma
AS is acting as legal advisor to SMH.
Skudeneshavn, 29 May, 2024
For further information, please contact:
Lars Peder Solstad CEO, at +47 91 31 85 85
Kjetil Ramstad CFO, at +47 90 75 94 89
Pareto Securities AS, at +47 22 87 87 50
Solstad Maritime Holding AS solstad.com/solstad
-maritime (Solstad - Investors Relations)
Important information:
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of SMH. Copies of this
announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
SMH does not intend to register any part of the offering in the United States or
to conduct a public offering of securities in the United States. Any sale in the
United States of the securities mentioned in this announcement will be made
solely to “qualified institutional buyers” as defined in Rule 144A under the
Securities Act.
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 “Prospectus Regulation”
means Regulation (EU) 2017/1129, as amended (together with any applicable
implementing measures) in any Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities,
and other persons to whom this announcement 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”). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.
The issue, subscription or purchase of shares in SMH is subject to specific
legal or regulatory restrictions in certain jurisdictions. Neither SMH, SOFF,
Aker Capital AS nor the Manager assume any responsibility in the event there is
a violation by any person of such restrictions. The distribution of this release
may in certain jurisdictions be restricted by law. Persons into whose possession
this release comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as “believe”, “expect”, “anticipate”,
“strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although SMH believe that these assumptions were reasonable when
made, these assumptions are inherently subject to significant known and unknown
risks, uncertainties, contingencies and other important factors which are
difficult or impossible to predict, and are beyond their control. Such risks,
uncertainties, contingencies and other important factors could cause actual
events to differ materially from the expectations expressed or implied in this
release by such forward-looking statements. SMH does not make any guarantee that
the assumptions underlying the forward-looking statements in this announcement
are free from errors nor does it accept any responsibility for the future
accuracy of the opinions expressed in this announcement or any obligation to
update or revise the statements in this announcement to reflect subsequent
events. You should not place undue reliance on the forward-looking statements in
this announcement.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. SMH does not undertake any obligation to review, update, confirm, or to
release publicly any revisions to any forward-looking statements to reflect
events that occur or circumstances that arise in relation to the content of this
announcement.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of SMH.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.
This announcement is an advertisement and is not a prospectus for the purposes
of the Prospectus Regulation as implemented in any Member State.
Kilde
tror også det kan bli DOF-tendenser, derfor det blir spennende å få mer kjøtt på beina med prospektet