Dockwise Ltd : Issue of preference shares
(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, 10 May 2012. Reference is made to the announcement by
Dockwise Ltd. ("Dockwise" or the "Company") on 9 May 2012, regarding the
approval by the Annual General Meeting (the "AGM") of the financing of the
acquisition of shares in Fairstar Heavy Transport N.V. ("Fairstar") through the
issuance of common shares in a rights issue to existing shareholders and
preference shares to HAL Investments B.V.
The Company has today issued 25,000 preference shares of par value USD 5.00
each, to HAL Investments B.V. at an issue price of USD 2,000 per preference
share, raising gross proceeds of USD 50 million.
The preference shares do not carry voting rights and will not be listed. Each
preference share is entitled to a cumulative annual dividend of 9% of the issue
price. Dockwise is entitled to redeem in whole or in part, the preference shares
in cash at any time prior to 1 October 2012. Subject, where applicable, to
consent of lenders under Dockwise's existing finance agreements, the Company may
at any time convert the preference shares into debt payable to HAL Investments
B.V. bearing a 9% per annum interest rate and to be repaid on or before 20
December 2012.
The Company intends to use part of the proceeds from the forthcoming rights
issue to redeem the preference shares. However, if any preference shares are
outstanding after 1 November 2012, then (i) if the one-month average market
price is more than 10% above or below EUR 14, any remaining preference shares,
including accumulated dividends, shall be placed with investors and converted
into shares at a conversion price such that Dockwise can fully repay HAL
Investments B.V., or (ii) if the one-month average market price is within a 10%
range of EUR 14, any remaining preference shares, including accumulated
dividends, will be converted into common shares at a 6% discount to the one-
month average market price and issued to HAL Investments B.V. up to HAL
Investments B.V. having a 33% stake in the Company post-issue. If any preference
shares remain after such conversion and issuance to HAL Investments B.V.,
Dockwise can, at its own option, either redeem the remaining preference shares
(including accumulated dividends) in cash or arrange that any remaining
preference shares, including accumulated dividends, shall be placed with
investors and converted into shares at a conversion price such that Dockwise can
fully repay HAL Investments B.V.
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
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