Dockwise Ltd : Prospectus approved and published - Subscription period and trading in subscription rights commence today
(Thomson Reuters ONE) -
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, 16 May 2012. Reference is made to the announcement by
Dockwise Ltd. ("Dockwise" or the "Company") on 9 May 2012, regarding Dockwise's
rights issue of up to 14,047,507 offer shares at an offer price of EUR 14 per
offer share, raising gross proceeds of up to approximately EUR 197 million, with
tradable and transferable subscription rights for shareholders of Dockwise
registered as such as of 14 May 2012.
The prospectus for the rights issue has been reviewed and approved by the
Financial Supervisory Authority of Norway, and passported into the Netherlands.
Subscription price:
The subscription price is EUR 14 per offer share. Payment for offer shares
allocated on the basis of exercise of subscription rights traded on Oslo Børs
and registered in the VPS shall be made in NOK. The amount to be paid in NOK
will correspond to the offer price of EUR 14 per offer share, such amount to be
determined using the European Central Bank's NOK/EUR exchange rate at 14:15
hours (CET) on 30 May 2012.
Subscription period:
The subscription period in the rights issue commences at 09:00 hours (CET)
today, 16 May 2012, and expires at 14:00 hours (CET) on 30 May 2012.
Accordingly, the subscription period will end prior to close of trading on Oslo
Børs and Euronext Amsterdam on the last day of the subscription period.
Subscription rights:
Each existing shareholder will be granted one subscription right for each
existing share registered as held by such existing shareholder as of 14 May
2012. Holders of subscription rights will be entitled to subscribe for, and be
allocated, 5 offer shares for every 9 subscription rights held, provided that
the holder is subject to applicable securities laws and provided that such
holder is able to give the representations and warranties set out in Section 4
(Other important information and restrictions) of the prospectus. Over-
subscription or subscription without subscription rights is not permitted.
For further information regarding the subscription rights, including
restrictions in respect of who may be allocated, or permitted to acquire, the
subscription rights or to exercise the subscriptions rights, reference is made
to Section 24.6 (Subscription rights) and Section 4 (Other important information
and restrictions) of the prospectus.
Trading in and conversion of the subscription rights:
The subscription rights will be independently tradable and will from 09:00 hours
(CET) on 16 May 2012 to 17:30 hours (CET) on 24 May 2012 be listed on Oslo Børs
under the symbol "DOCK T" and on Euronext Amsterdam under the symbol "DOCKS".
Subscription rights acquired during the aforementioned trading period carry the
same rights to subscribe for offer shares during the subscription period, as
subscription rights received and held by shareholders by virtue of their
shareholdings in the Company as of 14 May 2012. Trading in the subscription
rights on Oslo Børs and on Euronext Amsterdam will hence only be possible during
part of the subscription period.
It will be possible to convert subscription rights from Oslo Børs to Euronext
Amsterdam and vice-versa in the period from 16 May 2012 to 25 May 2012 at 16:00
hours (CET). Holders of subscription rights that wish to convert their
subscription rights from one exchange to the other should contact their broker,
custodian or one of Nordea Bank Norge ASA orABN AMRO Bank N.V for more
information.
The subscription rights are expected to have commercial value. 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.
Subscription agreements:
The Company has entered into a subscription agreement with the Company's largest
shareholder, HAL Investments B.V. ("HAL"), pursuant to which HAL has undertaken,
inter alia, to (i) participate in the rights issue by exercising all
subscription rights that it is allocated in the rights issue, and (ii)
subscribe, at the offer price for any and all offer shares not subscribed for by
the expiry of the subscription period up to the lesser of the number of offer
shares corresponding with an amount of EUR 81,138,736 and such a number that HAL
will not have more than 33.00% of the voting rights in Dockwise after the rights
issue, and (iii) pay the offer price for any offer share undertaken to be
subscribed for by HAL pursuant to items (i) and (ii) above (the "Subscription
Agreement").
In addition, the Company has entered into short form subscription agreements
with certain existing shareholders, pursuant to which each of the said existing
shareholders has undertaken to subscribe for offer shares on materially the same
terms as HAL (the "Short Form Subscription Agreements"). In aggregate,
subscriptions and payment for approximately EUR 186 million in the rights issue
is committed.
The obligations of HAL to subscribe and pay for the offer shares allocated to
them in accordance with the Subscription Agreement are, in summary, conditional
upon (i) none of the warranties given by the Company pursuant to the
Subscription Agreement being untrue or inaccurate on the date of the
Subscription Agreement, on the date of the launch of the rights issue or on the
date of completion of the rights issue, (ii) the Company having complied with
all of its obligations under the Subscription Agreement prior to or on the date
of completion of the rights issue and (iii) certain closing deliverables to be
provided by the Company and certain third parties as further set out in the
Subscription Agreement. The warranties of the Company relate in general to the
validity of the rights issue, the completeness of the prospectus, and the
Company's disclosures, compliance and operations. The relevant obligations of
the Company under the Subscription Agreement, beyond the warranties, relate
mainly to the terms, timing and the purpose of the rights issue. The relevant
closing deliverables of the Company relate mainly to the admission of the offer
shares to trading and delivery of confirmations by the Company and its legal
counsel of the validity of the rights issue and by the Company of the compliance
with warranties and the Subscription Agreement.
If any of the conditions to the Subscription Agreement has not been fulfilled
when and as required to be fulfilled pursuant to the Subscription Agreement, or
waived by HAL, the Subscription Agreement may be terminated with immediate
effect by HAL. The Short Form Subscription Agreements will terminate with
immediate effect without further liability for the Company or such existing
shareholders in case HAL terminates the Subscription Agreement.
The rights issue may be withdrawn if the Subscription Agreement and the Short
Form Subscription Agreements are no longer in full force and effect at any time
prior to the completion of the rights issue. If the rights issue is withdrawn,
all subscription rights will lapse without value, subscriptions for, and
allocation of, offer shares that have been made will be disregarded and any
subscription payments will be returned without interest. Any such forfeiture of
subscription rights would be without prejudice to the validity of any trades in
subscription rights, and investors would not receive any refund or compensation
with respect to subscription rights purchased in the market.
For further information regarding the subscription agreements, reference is made
to Section 24.19 (The Subscription Agreements) of the prospectus.
Distribution, and availability, of the prospectus:
Subject to applicable securities laws, the prospectus will be sent by mail to
all shareholders registered in the VPS as of 14 May 2012. The prospectus will
also be available at www.dockwise.com and www.nordea.no/dock, or may be obtained
by contacting Nordea Issuer Services at issuerservices(at)nordea.com or ABN AMRO
Bank N.V. at listing.agency(at)nl.abnamro.com.
Pareto Securities AS and Pareto Project Finance are acting as Joint Global
Coordinators and Joint Bookrunners in the Rights Issue, and AMRO Bank N.V. and
Kempen & Co. N.V. are acting as Joint Bookrunners.
For further information please contact:
Fons van Lith
Email: fons.van.lith(at)dockwise.com
Tel: +31 (0)6 51 314 952 or +31 (0)76 5484116
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, Nigeria, Saudi Arabia and the United Arab Emirates. The
Dockwise Shipping network is supported by a global network of agents. The
Dockwise Yacht Transport business unit is headquartered in Fort Lauderdale and
has an office in Genoa, Italy.
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 operates 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
Important notices:
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 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
associations 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 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#1612647]
Unternehmensinformation / Kurzprofil:
Datum: 16.05.2012 - 08:01 Uhr
Sprache: Deutsch
News-ID 147071
Anzahl Zeichen: 14736
contact information:
Town:
Breda
Kategorie:
Business News
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"Dockwise Ltd : Prospectus approved and published - Subscription period and trading in subscription rights commence today"
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