Stock Exchange Notice
Date: 18 December 2018
GC Rieber Shipping ASA: Final result of the rights issue and transactions by primary insiders
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 previous stock exchange announcements by GC Rieber Shipping ASA ("GC Rieber Shipping" or the "Company") in respect of the rights issue (the "Rights Issue") of 28,941,177 new shares in the Company (the "Offer Shares") at a subscription price of NOK 8.50 per Offer Share.
The subscription period for the Rights Issue expired on 17 December 2018 at 16:30 hours (CET). At the expiry of the subscription period, the Company had received subscriptions for a total of 23,489,044 new shares in the Company.
The board of directors of the Company has today approved the final allocation of Offer Shares in the Rights Issue based on the allocation criteria set out in the Company's prospectus dated 29 November 2018 (the "Prospectus").
23,397,883 new shares were subscribed for through the exercise of subscription rights, 69,005 new shares were subscribed for through oversubscription, while 22,156 new shares were subscribed for without the exercise of subscription rights. All valid subscriptions have received full allocation.
The remaining 5,452,133 Offer Shares have been allocated to GC Rieber AS in its capacity as underwriter for the Rights Issue.
The following primary insiders/close associates of primary insiders have been allocated Offer Shares in the Rights Issue at the subscription price in accordance with the terms set out in the Prospectus:
GC Rieber AS, which is represented on the Board of Directors of the Company, has been allocated 25,892,174 Offer Shares in the Rights Issue, including the Offer Shares allocated in the capacity of underwriter for the Rights Issue. Following the issuance of new shares in the Rights Issue, GC Rieber AS will own 66,145,908 shares in the Company, equal to an ownership of 76.84% of the total number of issued shares in the Company. As set out in the Prospectus, payment for the Offer Shares allocated to GC Rieber AS will be settled through set-off of an amount of NOK 220,083,479 of a shareholder loan granted by GC Rieber AS to the Company.
AS Javipa, a close associate to the Company's Chairman of the Board, Paul-Christian Rieber, has been allocated 674,722 Offer Shares in the Rights Issue. Following the issuance of new shares in the Rights Issue, AS Javipa will own 2,003,492 shares in the Company, equal to an ownership of 2.33% of the total number of issued shares in the Company.
Pelicahn AS, a close associate to the Company's Chairman of the Board, Paul-Christian Rieber, has been allocated 230,745 Offer Shares in the Rights Issue. Following the issuance of new shares in the Rights Issue, Pelicahn AS will own 685,166 shares in the Company, equal to an ownership of 0.80% of the total number of issued shares in the Company.
Notification of allocated Offer Shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed today, 18 December 2018. Payment for the allocated shares falls due on 20 December 2018 in accordance with the payment procedures described in the Prospectus.
The new shares may not be transferred or traded before they have been fully paid and the share capital increase pertaining to the Rights Issue has been registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret). It is expected that the share capital increase will be registered in the Norwegian Register of Business Enterprises on or about 21 December 2018 and that the Offer Shares will be transferred to the VPS accounts of the subscribers and admitted to trading on the Oslo Stock Exchange on or about 21 December 2018.
For further information, please contact:
CEO Einar Ytredal, phone: +47 975 20 184
CFO Øystein Kvåle, phone: +47 479 02 919
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 11 and has direct and indirect ownership in 23 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.