OCEAN YIELD: CONTEMPLATED PRIVATE PLACEMENT
31 Aug 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA 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.
Ocean Yield ASA (the "Company") has engaged Danske Bank, DNB
Markets, Nordea Markets, Pareto Securities AS and
Skandinaviska Enskilda Banken AB (the "Joint Lead Managers"),
to assist the Company in a contemplated private placement
(the "Private Placement") of up to 13,462,857 new shares in
the Company, corresponding to approximately 9.99% of current
number of outstanding shares. The Private Placement is
directed towards Norwegian investors and international
institutional investors pursuant to and in compliance with
applicable exemptions from the obligation to publish a
prospectus pursuant to the Norwegian Securities Trading Act.
The Company intends to apply the net proceeds from the
Private Placement to finance further growth, as well as for
general corporate purposes.
The subscription price in the Private Placement will be set
through an accelerated book-building process conducted by the
Joint Lead Managers. The application period commences today
on 31 August 2016 at 16:30 (CET) and will close on 1
September 2016 at 08:00 hours (CET). The Company, together
with the Joint Lead Managers, reserves the right to close or
extend the application period at any time at their sole
discretion. The minimum order size and allocation in the
Private Placement is a NOK amount equivalent to EUR 100,000.
The subscription will be made in NOK.
The allocation of shares will be determined at the end of the
book-building process. The final allocation will be made at
the discretion of the Board of Directors in consultation with
the Joint Lead Managers.
Aker ASA has, through its subsidiary Aker Capital AS ("Aker")
(the largest shareholder in Ocean Yield) pre-subscribed for
6,731,428 new shares, equal to 50% of the maximum potential
size of the Private Placement. If the Private Placement is
oversubscribed, the allocation to Aker may be reduced below
the number of pre-subscribed shares in order to give priority
to other investors to improve the overall free float in the
share down to a minimum allocation of zero shares. Prior to
the transaction Aker owns 72.9% of the share capital of Ocean
Yield.
The consummation of the Private Placement is conditional upon
approval by the Company's Board of Directors of the
Subscription Price and allocation of the offer shares, in
addition to payment being received for the allocated offer
shares.
Delivery of the new shares allocated in the Private Placement
will, in order to facilitate delivery-versus-payment and
timely delivery of already listed shares to subscribers in
the Private Placement, be made by delivery of existing and
unencumbered shares in the Company, pursuant to a share
lending agreement entered into between the Company, Pareto
Securities AS and Aker.
For further information, please contact:
Lars Solbakken, CEO
Tel. +47 24 13 01 90 / Mob: +47 91 19 88 44
Eirik Eide, CFO
Tel: +47 24 13 01 91 / Mob: +47 95 00 89 21
***
This information is subject to disclosure under the Norwegian
Securities Trading Act, Section 5-12.
This announcement is not and does not form a part of any
offer for sale of any securities, and is for release,
publication or distribution, directly or indirectly, in the
United States, or any other jurisdiction in which such
distribution would be unlawful or would require registration
or other measures. Securities may not be sold in the United
States absent registration with the United States Securities
and Exchange Commission or an exemption from registration
under the U.S. Securities Act of 1933, as amended. Ocean
Yield ASA does not intend to register its securities in the
United States.
The distribution of this announcement into jurisdictions
other than Norway may be restricted by law. Persons into
whose possession this announcement 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.
This announcement has not been approved by any regulatory
authority.