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Havila Shipping completed the bookbuilding and application period for the private placement on 30 June 2011. The subscription price was set at NOK 52.50 per share through a book-building process, resulting in total gross proceeds of approximately NOK 198 million. Conditional allocation of shares in the private placement will be resolved by the Company's Board of Directors' on 4 July 2011 and notices of such allocation will be distributed to the investors on the same day. Completion of the private placement is conditional upon the general meeting of Havila Shipping approving its agreement with Havila AS and Havvåg AS regarding the transfer of Havila AS' indirect ownership interests in five modern platform supply vessels pursuant to section 3-8 of the Public Limited Companies Act. The Extraordinary General Meeting will be held on 19 July 2011, cf. the stock exchange announcement and notice published on 28 June 2011. As a result of the private placement, and subject to the approval by Havila Shipping's general meeting, a total of 2,564,427 new shares will be issued at a subscription price of NOK 52.50 per share, in addition to the sale of 1,207,001 existing shares held by the Company. This is excluding the subsequent repair offering. An additional 2,850,784 new shares (subject to adjustments based on any adjustments to the final purchase price) will be issued to Havila AS against the contribution-in-kind as further described in the stock exchange notices on 27 and 28 June 2011. In total NOK 122,114,958 of the proceeds in the private placement will be settled against contributions-in-kind, of which NOK 74,000,000 will be settled in the form of interests in Havila PSV IS from third parties and NOK 48,114,958 will be settled by Mavi VX AS in the form of interests in the partnerships owning MV Havila Aurora, MV Havila Borg and MV Havila Fortune. Havila PSV IS is the holder of the ownership interests in MV Havila Commander and MV Havila Crusader and a 34% interests in Havila PSV IS held by third parties are hence acquired directly against new shares in the Company in the Private Placement in lieu of an acquisition by cash raised through the private placement. Consequently, the cash proceeds raised through the private placement will amount to approximately NOK 76 million, whereof approximately NOK 14 million will be applied to buy shares in ship owning companies from third parties, and approximately NOK 52 million to buy the shares sold on a Total Return Swap. The total number of shares outstanding after the private placement and the issue of shares against contribution-in-kind to Havila AS, but excluding any shares issued in the subsequent offering, will be 21,375,211. Delivery of shares to investors who have been allocated shares in the private placement will, subject to payment for the shares, take place on or around 20 July 2011, by delivery of existing and unencumbered shares in the Company that are already listed shares on Oslo Børs, pursuant to a share lending agreement between Pareto Securities AS and the Company's controlling shareholder Havila AS. The following primary insiders have subscribed for shares in the private placement: · The Company's controlling shareholder, Havila AS, a related party of primary insiders Per Sævik (chairman of the board of the Company), Njål Sævik (CEO of the Company) and Hege Sævik Rabben (member of the Company's board), has subscribed for 42,500 shares at a subscription price of NOK 52,50 in the private placement, in addition to the 2,850,784 shares in the Company to be issued against contribution-in-kind. Following completion of the private placement and the share issue against contribution-in-kind, and subject to full allocation, such primary insiders will, through Havila AS, control approximately 51.1% of the shares in the Company. · Arne Johan Dale, CFO of Havila Shipping, has, through a wholly owned company Ajour Invest AS, subscribed for 5,000 shares at a subscription price of NOK 52.50 in the private placement. Following completion of the private placement, and subject to full allocation, Arne Johan Dale and related parties will own 15,000 shares in the Company. Pareto Securities AS is acting as manager in the private placement. Havila Shipping ASA press release |
Havila Shipping ASA - Private placement of shares completed