Dockwise Ltd : Dockwise's AGM approves rights issue to finance acquisition of Fairstar
(Thomson Reuters ONE) -
Dockwise increases ownership in Fairstar to approximately 54%
THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR FORWARDING,
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, OR JAPAN.
Breda, the Netherlands, 9 May 2012. Reference is made to the announcement by
Dockwise Ltd. ("Dockwise" or the "Company") on 22 April 2012, regarding the
acquisition of shares in Fairstar Heavy Transport N.V. ("Fairstar"), and the
notice of 23 April 2012 for the Annual General Meeting of Shareholders ("AGM")
to authorize the proposed rights issue to part-finance the acquisition (the
"Rights Issue"). Upon approval of the Rights Issue, the share purchase agreement
with Oceanus for 26% of the shares in Fairstar has now become unconditional and
ownership by Dockwise in Fairstar is increased to about 54%. The agreement with
Oceanus will be completed in the next few days. Dockwise will prepare an offer
document for the (mandatory) public offer for the remaining approximately 46%
shares in Fairstar at an offer price of NOK 9.30 per share. Dockwise expects to
make the public offer on or around 15 May 2012. The AGM of the Company was held
today in Rotterdam, the Netherlands, and all items on the agenda were resolved
in accordance with the Board of Directors' proposals as set out in the notice of
the AGM.
In relation to the approval of the Rights Issue and the approval for the
creation of preference shares and the authorization to issue preference shares,
the AGM has approved an increase
in the authorized capital to USD 300,125,000 divided into 60,000,000 common
shares of par value USD 5.00 each and 25,000 preference shares of par value USD
5.00 each by the creation of 25,000 preference shares of par value USD 5.00 each
and 20,000,000 common shares of par value USD 5.00 each. Of these, the Board of
Directors was authorized to issue from the authorized but unissued share capital
in the Company up to a maximum of 25,000 preference shares of par value USD
5.00 each to HAL Investments B.V
On the basis of the authorization granted by the AGM, the Board of Directors of
Dockwise has resolved to carry out a Rights Issue of 14,047,507 offer shares at
an offer price of EUR 14 per offer share with gross proceeds, assuming full
subscription, of approximately EUR 197million and tradable and transferable
subscription rights for shareholders of Dockwise registered as such as of the
end of 14 May 2012. Payment for offer shares allocated on the basis of
subscription rights registered in the Norwegian Central Securities Depository
(VPS) shall be made in NOK, based on the exchange rate to be determined on 30
May 2012.
Subscription and underwriting for approximately EUR 186 million of the Rights
Issue is committed by large shareholders and other shareholders in the Company.
These shareholders will receive a fee of 1% (on subscription) or 2% (on
underwriting), to be paid in new shares, for the amount of their commitment. It
is expected that 226,023 fee shares will be issued. Such shares will be issued
in addition to the 14,047,507 offer shares mentioned above.
Each existing shareholder will be granted one subscription right for each common
share registered as held by such existing shareholder as of 14 May 2012, and a
holder of subscription rights will be entitled to subscribe for, and be
allocated, 5 offer shares at the offer price for every 9 subscription rights
held subject to applicable securities laws and provided that such holder is able
to give certain customary representations and warranties. Provided that the
delivery of traded shares is made with ordinary T+3 settlement, shares in
Dockwise that are acquired up to and including 9 May 2012 will give the right to
receive subscription rights, whereas shares that are acquired from and including
10 May 2012 with ordinary T+3 settlement will not give the right to receive
subscription rights.
The subscription period in the Rights Issue is expected to commence at 09:00
hours (CET) on 16 May 2012 and is expected to expire at 14:00 hours (CET) on 30
May 2012. Trading in the subscription rights on the Oslo Stock Exchange and NYSE
Euronext in Amsterdam is expected to commence at 09:00 hours (CET) on 16 May
2012 and is expected to continue until 17:30 hours (CET) on 24 May 2012. Over-
subscription or subscription without subscription rights will not be permitted.
Subscription rights not used to subscribe for offer shares before the end of the
subscription period, or not sold before 24 May 2012 at 17:30 hours (CET), will
lapse without compensation, and will consequently be of no value.
The Board of Directors of Dockwise has also resolved to issue 25,000 preference
shares to HAL Investments B.V. as further described in the announcement on 22
April 2012. The preference shares are expected to be issued and delivered
against payment on 10 May 2012.
Dockwise expects that the Rights Issue will be carried out pursuant to the
following indicative timetable:
· Last day of trading inclusive of subscription rights: 9 May 2012
· First day of trading exclusive of subscription rights: 10 May 2012
· Record date for allocation of subscription rights: 14 May 2012
· Start of subscription period: 16 May 2012
· Start of trading in subscription rights: 16 May 2012
· End of trading in subscription rights: 24 May 2012 at 17:30 (CET)
· End of subscription period: 30 May 2012 at 14:00 (CET)
· Payment date: 6 June 2012
· Delivery and listing of new shares: 6 June 2012
The Company will prepare a prospectus in relation to the Rights Issue, which
will, subject to applicable securities laws, be published prior to the start of
the subscription period.
Pareto Securities AS and Pareto Project Finance AS will act as joint global
coordinators and joint bookrunners in the Rights Issue, and, in addition, ABN
AMRO N.V. and Kempen & Co will act as joint bookrunners in the Rights Issue.
For further information please contact:
Fons van Lith fons.van.lith(at)dockwise.com
Tel : +31 (0)6 51 314 952 or +31 (0)76 5484116
This announcement may not be used for, or in connection with, and does not
constitute, an offer of, or the solicitation of an offer to buy or subscribe
for, any securities to any person in Australia, Canada, Hong Kong, Japan, or the
United States or in any jurisdiction to whom or in which such offer or
solicitation is unlawful. The proposed Rights Issue will not be made in any
jurisdiction or in any circumstances in which such offer or solicitation would
be unlawful.
The securities referred to herein may not be offered, sold, taken up, exercised,
resold, renounced, transferred or delivered, directly or indirectly except
pursuant to an applicable exemption from, or in a transaction not subject to,
the registration requirements of the U.S. Securities Act of 1933, as amended and
in compliance with any applicable securities laws of any state or jurisdiction
of the United States. Subject to certain exceptions, the securities referred to
herein may not be offered or sold in Australia, Canada or Japan or to, or for
the account or benefit of, any national, resident or citizen of Australia,
Canada or Japan. The offer and sale of the securities referred to herein has not
been and will not be registered under the Securities Act or under the applicable
securities laws of Australia, Canada, Hong Kong or Japan. There will be no
public offer of the securities in the United States.
This announcement is being distributed in the UK only to, and is directed only
at persons who are (i) investment professionals as defined in Article 19 of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("the
Promotion Order") who are persons having professional experience in matters
relating to investments, (ii) high net worth companies, unincorporated
ssociations and others falling within Article 49 of the Promotion Order or (iii)
persons to whom this announcement may otherwise lawfully be distributed without
being accompanied by any further statements and/or warnings as may be required
by the Promotion Order (all such persons together being referred to as "relevant
persons") and accordingly is exempt from the general restriction on
communications in section 21 of the Financial Services and Markets Act 2000 and,
as a result of such exemptions, has not been approved by an authorised person as
required by such section.
Any person who (i) does not have professional experience in matters relating to
investments; (ii) is not a relevant person; or (iii) has any doubt about as to
whether they are an investment professional, a high net worth company or
unincorporated association, or other person to whom this announcement may be
lawfully distributed without it being accompanied by any further statements or
warnings and/or the investment to which this announcement relates must not rely
on or act upon the contents of this announcement unless, with respect to (iii)
only, they take professional advice that confirms that they fall within one of
those categories.
This information is subject of the disclosure requirements pursuant to Section
5-12 of the Norwegian Securities Trading Act.
About Dockwise Ltd/Dockwise Group
Dockwise Ltd., a Bermuda incorporated company, has a workforce of more than
1,200 people both offshore and onshore. The company is the leading marine
contractor providing total transport services to the offshore, onshore and
yachting industries as well as installation services of extremely heavy offshore
platforms. The Group is headquartered in Breda, the Netherlands. The Group's
main commercial offices are located in the Netherlands, the United States and
China with sales offices in Korea, Australia, Brazil, Russia, Singapore,
Malaysia, Mexico and Nigeria. The Dockwise Yacht Transport business unit is
headquartered in Fort Lauderdale and has an office in Genoa, Italy. The Dockwise
Shipping network is supported by a global network of agents.
To support all of its services to customers, the group also has three additional
engineering centers in Houston, Breda and Shanghai, manufactures specific motion
reduction equipment such as LMU (Leg Mating Units) and DMU (Deck Mating Units)
and owns a fleet of 19 purpose built, semi-submersible vessels.
Dockwise shares are listed on the Oslo Stock Exchange under ticker DOCK and on
NYSE Euronext Amsterdam under ticker DOCKW.
For further information: www.dockwise.com
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Dockwise Ltd via Thomson Reuters ONE
[HUG#1610351]
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Datum: 09.05.2012 - 07:25 Uhr
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