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Bømlo, 2 March 2023: Reference is made to Eidesvik Offshore ASA's (OSE: EIOF)
("EIOF" or the "Company") stock exchange announcement dated 23 February 2023,
concerning the Company's formation of a joint venture with Reach Subsea, which
main purpose is to acquire, own and operate the subsea IMR vessel "Edda Sun" (to
be named "Viking Reach") (the "JV Company"). The Company has retained Pareto
Securities AS as Manager (the "Manager") with respect to a contemplated
partially underwritten private placement of new shares (the "Offer Shares"),
raising gross proceeds of approximately NOK 105 to 130 million, directed towards
certain investors, including existing shareholders and new potential investors,
subject to, and in compliance with, applicable exemptions from relevant
prospectus or registration requirements (the "Private Placement"). In addition,
after a successful completion of the Private Placement the Company's board of
directors (the "Board") plans to propose a subsequent offering towards existing
shareholders not participating in the Private Placement (the "Subsequent
Offering"). The Company intends to use the net proceeds from the Private
Placement to finance the Company's share capital contribution in the JV Company,
as well as for general corporate purposes.
OFFER PRICE AND APPLICATION PERIOD
The subscription price for the Offer Shares has been set to NOK 12.00.
The application period in the Private Placement will commence on 2 March 2023 at
16:30 CET and close on 3 March 2023 at 08:00 CET. The Company and the Manager
may at their sole discretion extend or shorten the application period at any
time for any reason with short or no notice. If the application period is
extended or shortened, the other dates referred to herein may be amended
accordingly. Subject to a successful completion of the application process for
the Private Placement, the Company will announce the final number of Offer
Shares placed in a stock exchange notice expected to be published before the
opening of trading on Oslo Børs, tomorrow 3 March 2023.
UNDERWRITING, SHARE LENDING AND PREFUNDING OF THE JV-COMPANY
Eidesvik Invest AS (the "Majority Shareholder") currently owns approximately
59.86% of the shares in the Company. The Majority Shareholder has provided an
intermediate loan to the Company (the "Intermediate Loan"), used to finance the
participation contribution in the JV Company, until completion of the
contemplated Private Placement. Furthermore, to facilitate DVP settlement of the
Private Placement, the Majority Shareholder has entered into a share lending
agreement with the Company and the Manager. Furthermore, the Majority
Shareholder has underwritten NOK 96 million of the Private Placement. As
compensation, the Majority Shareholder will receive a fee of approx. NOK 1.9
million, which equals 5% of the portion of its underwriting exceeding its
pro-rata share of the Private Placement.
Furthermore, the Majority Shareholder has, on certain conditions, been
guaranteed a pro-rata allocation in the Private Placement, equal to its current
pro-rata shareholdings in the Company. The Majority Shareholder may, subject to
the approval of the Company's general meeting, on a NOK for NOK basis, set-of
its obligation to pay contribution for allocated Offer Shares against a
corresponding amount outstanding under the Intermediate Loan.
APPLICATION AND ALLOCATION
The Private Placement is directed towards a limited number of Norwegian and
international investors, including existing Company shareholders and new
investors, in each case, subject to and in compliance with applicable exemptions
from relevant prospectus requirements and any other filing or registration
requirements in the applicable jurisdictions and subject to other selling
restrictions: (i) outside the United States in reliance on Regulation S under
the US Securities Act of 1933 (the "US Securities Act") and (ii) in the US to
"qualified institutional buyers" ("QIBs") as defined in Rule 144A under the US
Securities Act.
The minimum application and allocation amount in the Private Placement will be
the NOK equivalent of EUR 100,000 per investor, provided that the Company may,
at its sole discretion, allocate an amount below EUR 100,000 to the extent
exemptions from the prospectus requirements pursuant to applicable regulations,
including the Norwegian Securities Trading Act (the "NSTA") and Regulation (EU)
2017/1129 on prospectuses for securities and ancillary regulations, are
available.
Allocation of Offer Shares will be determined at the end of the application
period by the Board, at its sole discretion, in consultation with the Manager.
The Board will focus on criteria such as (but not limited to) the underwriting,
indications from the wall-crossing phase of the Private Placement, existing
ownership in the Company, timeliness of the application, relative order size,
sector knowledge, perceived investor quality and investment horizon and other
criteria as per the allocation principles as set out in the Term Sheet, however
so that the Underwriter will receive a minimum of its Guaranteed Allocation.
Allotment of Offer Shares totalling a lower amount than applied for does not
affect the Applicant's obligation to subscribe and pay for the Offer Shares
allotted.
Notification of conditional allotment and payment instructions are expected to
be issued to the applicants on or around 3 March 2023 through a notification to
be issued by the Manager.
SETTLEMENT AND CONDITIONS
Settlement of the Offer Shares is expected to take place on a delivery versus
payment (DVP) basis on or about 28 March 2023 before 09:00 CET through delivery
of existing shares in the Company. DVP settlement of the Offer Shares is
expected to be facilitated by a share lending agreement between the Manager, the
Company and the Majority Shareholder (the "Share Lending Agreement"). However,
the allocated Offer Shares will not be delivered to the relevant applicant
before the conditions for the Private Placement have been fulfilled. The Offer
Shares allocated to investors will be tradeable on Oslo Børs from delivery.
The completion of the Private Placement is subject to the following conditions
(jointly, the "Conditions")