Stock Exchange Notice
Date: 16 February 2018
GC Rieber Shipping: Publication of Prospectus and commencement of the subscription period
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES, OR IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE
Reference is made to the stock exchange announcement dated 13 February 2018 in which GC Rieber Shipping ASA ("GC Rieber Shipping" or the "Company") announced that a prospectus (the "Prospectus") has been approved in connection to the rights issue (the "Rights Issue") of 13,333,333 new shares in the Company (the "Offer Shares") at a subscription price of NOK 7.50 per Offer Share (the "Subscription Price").
Availability of the Prospectus:
Subject to applicable local securities laws, the Prospectus will be available at the following website: www.carnegie.no
Eligibility:
Shareholders registered in the Company's shareholder register with the Norwegian Central Securities Depository (VPS) as of the expiry of 26 January 2018 (registered as such in the VPS on 30 January 2018, (the "Record Date")) (the "Existing Shareholders") will be granted transferable subscription rights (the "Subscription Rights") that, subject to applicable law, provide preferential rights to subscribe for and be allocated Offer Shares in the Rights Issue.
Allocation of Subscription Rights:
Each of the Subscriptions Rights provides preferential right to subscribe for, and be allocated, one Offer Share at the Subscription Price (subject to applicable law in the relevant jurisdiction of an Existing Shareholder). Existing Shareholders will be allocated one (1) Subscription Right for each 3.28596 share in the Company registered held on the Record Date, rounded down to the nearest whole Subscription Right.
For a description of restrictions in respect of allocation, acquisition and/or exercise of Subscription Rights, reference is made to Section 15 "Selling and transfer restrictions" and Section 14.9 "Subscription Rights" in the Prospectus.
Subscription Period:
The subscription period in the Rights Issue will commence at 09:00 hours (CET) on 16 February 2018 and expire at 16:30 hours (CET) on 2 March 2018.
Trading in Subscription Rights:
The Subscription Rights will be listed and tradable on the Oslo Stock Exchange under the ticker "RISH T" from 09:00 hours (CET) on 16 February 2018 to 16:30 hours (CET) on 2 March 2018 on the Oslo Stock Exchange.
Subscription Rights that are not used to subscribe for Offer Shares or sold before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder.
The Subscription Rights may have economic value if the Company's shares trade above the Subscription Price during the Subscription Period. The Rights Issue will result in an immediate dilution of approximately 23% for Existing Shareholders who do not participate in the Rights Issue.
Subscription Price:
NOK 7.50 per Offer Share.
Pre-commitment and underwriting:
The largest shareholder of the Company, GC Rieber AS, has pre-committed to subscribe for its 70.44% pro rata share of the Rights Issue. In addition, AS Javipa and Pelicahn AS have pre-committed to subscribe for their 2.33% and 0.80%, respectively, pro rata share of the Rights Issue. The remaining Offer Shares (26.43%) are fully underwritten by GC Rieber AS, who has also guaranteed payment of the Offer Shares. GC Rieber AS' obligations to subscribe and pay for the remaining shares in the Rights Issue are conditional upon certain customary conditions. For a description of the underwriting agreement and the payment guarantee agreement and such conditions, reference is made to Section 14.21 "The Underwriting" in the Prospectus.
Subscription procedure
Subscription of Offer Shares must be made by submitting a correctly completed subscription form, and submit it to the subscription office as set out in the Prospectus within 16:30 hours (CET) on 2 March 2018 or may, for subscribers who are Norwegian residents with a Norwegian personal identification number, be made through the VPS online subscription system within the same time.
Over-subscription and subscription without Subscription Rights are permitted.
Financial Intermediaries:
If an Existing Shareholder holds shares in the Company registered through a financial intermediary as of expiry of the Record Date, the financial intermediary will customarily give the Existing Shareholder details of the aggregate number of the Subscription Rights to which they will be entitled. The relevant financial intermediary will customarily supply each Existing Shareholder with this information in accordance with its usual customer relations procedures. Existing Shareholders holding their shares in the Company through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Rights Issue.
Listing and Commencement of trading of the Offer Shares:
Subject to timely payment of the entire subscription amount in the Rights Issue, it is expected that the Offer Shares will be issued and delivered to the VPS accounts of the subscribers to whom they are allocated on or about 14 March 2018. The Offer Shares allocated in the Rights Issue are expected to be traded on the Oslo Stock Exchange from and including 14 March 2018.
The Prospectus will, subject to regulatory restrictions in certain jurisdictions, be available at www.carnegie.no from today, 16 February 2018. Hard copies of the Prospectus may be obtained free of charge from the same date by contacting the Company or the subscription office as set out in the Prospectus.
Carnegie AS is acting as Receiving Agent in the Rights Issue.
Advokatfirmaet Thommessen AS is acting as the Company's legal adviser in connection to the Rights Issue.
For further details of the terms of the Rights Issue, please refer to the Prospectus.
***
For further information:
CEO Christian W. Berg, phone: +47 974 05 553
CFO Einar Ytredal, phone: +47 975 20 184
About GC Rieber Shipping:
GC Rieber Shipping's business within offshore/shipping includes ownership in specialized vessels, high quality marine ship management and project development within the segments subsea, ice/support and marine seismic. The group has a specialized competence in offshore operations in harsh environments as well as design, development and maritime operation of offshore vessels.
GC Rieber Shipping currently operates and has direct and indirect ownership in 11 advanced special purpose vessels for defined markets within the subsea, ice/support and marine seismic segments. The Company has its headquarter and a ship management office in Bergen, and an additional ship management company in Yuzhno-Sakhalinsk (Russia). The Company is listed on the Oslo Stock Exchange with ticker RISH.
Further information is available on the Company's website www.gcrieber-shipping.com.
This information is subject to disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
***
IMPORTANT INFORMATION
This communication may not be published, distributed or transmitted in or into the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China, South Africa or Japan. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities of the company (the "Shares") in the United States, Norway or any other jurisdiction. The securities mentioned herein, including the subscription rights to subscribe for Shares (the "Subscription Rights"), have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). Neither the Shares nor the Subscription Rights may be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. Any sale in the United States of the Shares or the Subscription Rights mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act pursuant to transactions exempt from, or not subject to, the registration requirements of the Securities Act.
Any offering of securities will be made by means of a prospectus to be published that may be obtained from the Company once published, and that will contain detailed information about the Company and its management, as well as financial statements. These materials are an advertisement and not a prospectus for the purposes of Directive 2003/71/EC, as amended (together with any applicable implementing measures in any Member State, the "Prospectus Directive").
Investors should not subscribe for any Shares or acquire any subscription rights referred to in these materials except on the basis of information contained in the prospectus.
In any EEA Member State other than Norway (from the time the prospectus has been approved by the Financial Supervisory Authority of Norway, in its capacity as the competent authority in Norway, and published in accordance with the Prospectus Directive as implemented in Norway) that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at "qualified investors" in that Member State within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"), i.e., only to investors to whom an offer of securities may be made without the requirement for the Company to publish a prospectus pursuant to Article 3 of the Prospectus Directive in such EEA Member State.
In the United Kingdom, these materials are only being distributed to and are only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and 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 to Relevant Persons and will be engaged in only with Relevant Persons.
Carnegie AS is acting for GC Rieber Shipping and no one else in connection with the rights issue and will not be responsible to anyone other than GC Rieber Shipping for providing the protections afforded to their respective clients or for providing advice in relation to the rights issue and/or any other matter referred to in this communication.
This communication and any materials distributed in connection with this communication may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect GC Rieber Shipping's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, including the risks and uncertainties to be set out in the prospectus.