OCEAN YIELD: CONTEMPLATED PRIVATE PLACEMENT
28 Feb 2018
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 ABG Sundal Collier ASA, Arctic Securities AS, Pareto Securities AS and Sparebank 1 Markets AS (the "Joint Lead Managers"), to assist the Company in a contemplated private placement (the "Private Placement") of up to 11,000,000 new shares in the Company, corresponding to approximately 7.4% 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 investments in vessels, as well as for general corporate purposes. The subscription price in the Private Placement will be determined by the Board of Directors based on an accelerated book-building process conducted by the Joint Lead Managers. The application period commences today on 28 February 2018 at 16:30 (CET) and will close on 1 March 2018 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, at short notice. The minimum order size in the Private Placement is a NOK amount equivalent to EUR 100,000. 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. No allocation will be made for amounts less than a NOK amount equivalent to EUR 100,000, other than in accordance with applicable exemptions from relevant prospectus requirements. Aker Capital AS ("Aker") (the largest shareholder in Ocean Yield) has pre -subscribed for 5,500,000 new shares. 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 66.2% of the share capital of the Company. The consummation of the Private Placement is conditional upon approval by the Company's Board of Directors. 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, Arctic Securities AS and Aker. Company contact: Eirik Eide, CFO Tel: +47 24 13 01 91 / Mob: +47 95 00 89 21 Investor Relations contact: Marius Magelie, SVP Finance & IR Tel: +47 24 13 01 82 / Mob: +47 920 27 419 *** 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 of 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.