Stock Exchange Notice
Date: 06 November 2018
GC Rieber Shipping: NOK 246 million fully underwritten rights issue
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.
As announced on 22 August 2018, Shearwater GeoServices Holding AS ("Shearwater"), the 50/50 joint venture between GC Rieber Shipping ASA ("GC Rieber Shipping" or the "Company") and Rasmussengruppen AS ("Rasmussengruppen"), has entered into a definitive agreement for Shearwater to acquire the marine seismic acquisition assets and operations (the "Acquisition") of WesternGeco, the geophysical services product line of Schlumberger. The Acquisition will be financed partly by new equity from Rasmussengruppen and GC Rieber Shipping. For more details on the Acquisition and related financing, see the detailed stock exchange announcement published on 22 August 2018.
The Board of Directors of GC Rieber Shipping has today resolved to call for an extraordinary general meeting in the Company and proposed that the general meeting resolves to issue 28,941,177 new shares in the Company in a rights issue with gross proceeds of approximately NOK 246 million (the "Rights Issue") at a subscription price of NOK 8.50 per share.
The shareholders of the Company will receive tradable rights to subscribe for new shares in the Company in connection with the Rights Issue.
GC Rieber Shipping has committed to provide USD 28.5 million of new equity to Shearwater in connection with the Acquisition, and has entered into a short-term shareholder loan at market terms with GC Rieber AS, GC Rieber Shipping`s largest shareholder, to facilitate settlement. It is expected that the shareholder loan will be fully refinanced by the Rights Issue.
GC Rieber AS has fully underwritten the Rights Issue and will minimum subscribe in full for its pro rata shareholding of 70.4%.
Completion of the Rights Issue will be subject to approval by GC Rieber Shipping's general meeting. The extraordinary general meeting in the Company will be held on Wednesday 28 November 2018 at 14:00 hours (CET) in the Company's address at Solheimsgaten 15 (Beddingen), Bergen. The notice is attached to this stock exchange announcement. Documents concerning items on the agenda that shall be resolved by the general meeting have been made available at the Company's website (www.gcrieber-shipping.com), in accordance with article 5 in the Company's articles of association.
SpareBank 1 Markets AS acts as Manager and Receiving Agent for the Rights Issue.
For further information, please contact:
Einar Ytredal, CEO (act.), 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 Oslo Børs with ticker RISH.
Further information is available on the company's website www.gcrieber-shipping.com.
IMPORTANT INFORMATION
This communication may not be published, distributed or transmitted in or into the United States, Canada, Australia 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 in the United States, Norway or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act and to "major U.S. institutional investors" under SEC Rule 15a-6 to the United States Exchange Act of 1934. No public offering of the securities will be made in the United States.
In any EEA Member State 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 the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in any relevant Member State) and includes any relevant implementing measure in the relevant Member State.
In the United Kingdom, this communication is only addressed to and is 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 announcement relates is available only to 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.
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 "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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 the Company believes 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 its 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. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
This announcement is made by and, and is the responsibility of, the Company. SpareBank 1 Markets AS (the "Manager") is acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.
Neither the Manager nor any of its affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
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 the Company. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.
Each of the Company, the Manager and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.