I.M. Skaugen SE (IMSK): Bond buy back offer to bondholders in IMSK12 (ISIN NO 001 0636632)
(Thomson Reuters ONE) -
To the bondholders in:
ISIN: NO 001 0636632 - FRN I.M. Skaugen SE Senior Unsecured Bond Issue
2012/2015
Re: Bond buy back offer
Capitalized terms used herein shall have the meaning assigned to them in the
bond agreement (as amended) dated 21 February 2012 (the "Bond Agreement"),
unless otherwise stated herein.
I.M. Skaugen SE (the "Issuer") offers the bondholders in the bond issue ISIN NO
001 063663.2 (the "Bonds") to redeem Bonds (the "Buy-Back") with an aggregate
principal amount (not including the current Issuer's Bonds) of NOK 60 million
(the "Buy-Back Amount"), as further described in the summons to the
bondholders' meeting dated 9 February 2015.
The Buy-Back will open on 23 March 2015 at 09:00, Central European time, and
expire at 18:00, Central European time, on 24 March 2015 (the "Buy-Back Offer
Period").
The Buy-Back will be conducted as a modified "reverse Dutch auction", where the
Bondholders will forward offers for sale (see below "Placing of Order during
Offer Period") and the purchase price determined through a reverse bookbuilding
(i.e. lowest price offers first accepted). The maximum purchase price is 100% of
par value ("Par Value").
Sales offers will be accepted as follows:
* First, according to price (i.e. the Buy-Back may be completed at different
prices); and
* Second, if sales offers at the last price accepted in the auction exceed the
remaining Buy-Back Amount, the offers at this price level shall be accepted
pro-rata based on offer size.
In case the Buy-Back is completed at any discount to Par Value, the nominal
difference between the discounted purchase prices and Par Value shall be
distributed as cash to the Bondholders after the Settlement Date of the Buy-
Back. Such cash is to be distributed on a pro rata basis with expected record
date on or about 30 March 2015 (the "Record Date of Remaining Bondholders") and
with expected settlement date on or about 1 April 2015 (the "Settlement Date for
Cash Payment to Remaining Bondholders").
Bondholders may offer Bonds for sale at any time during the Buy-Back Offer
Period, and offers of bonds may be withdrawn at any time prior to the expiration
of the Buy-Back Offer Period. The Buy-Back is not conditional on any minimum
number of bonds being offered to the Issuer.
Summary of Buy-Back procedure:
+------------------------------+-----------------------------------------------+
|Buy-Back Offer Period: | * Commencement: 09:00 CET, 23 March 2015 |
| | * Expiration: 18:00 CET, 24 March 2015 |
+------------------------------+-----------------------------------------------+
|Buy-Back Amount: |Bonds with an aggregate principal amount of up|
| |to NOK 60 million |
| | |
+------------------------------+-----------------------------------------------+
|Procedure and Price: | * Bondholders may offer to sell some or all |
| | of their Bonds to the Issuer at any price |
| | up to 100% of par value |
| | * Lowest price first accepted. |
| | * If offers at the last price accepted in the|
| | auction exceed the remaining Buy-Back |
| | Amount, the offers at this price level |
| | shall be accepted pro-rata based on offer |
| | size. |
| | |
| | |
+------------------------------+-----------------------------------------------+
|Settlement of Buy-Back: |Cash payment in NOK |
| | |
+------------------------------+-----------------------------------------------+
|Placing of Order during Offer |All submissions of Bondholders Offer Form are|
|Period: |to be sent by e-mail to imsk12(at)fearnleys.no or|
| |by fax to +47 22 93 63 99 no later than 18:00 |
| |CET 24 March 2015 |
+------------------------------+-----------------------------------------------+
|Announcement of the result of |Expected to be announced on 25 March 2015. |
|the Offer: | |
+------------------------------+-----------------------------------------------+
|Settlement Date of Buy-Back: |Expected to be on 27 March 2015. |
| | |
+------------------------------+-----------------------------------------------+
|Record Date of Remaining |Expected to be on 30 March 2015. |
|Bondholders: | |
+------------------------------+-----------------------------------------------+
|Settlement Date for Cash |Expected to be on 1 April 2015. |
|Payment to Remaining | |
|Bondholders: | |
+------------------------------+-----------------------------------------------+
|Contacts: |Any questions related to the Buy-Back can be|
| |directed to the advisors: |
| | |
| |Fearnley Securities AS: |
| | * Nils Ansgar Skogstad, tel: |
| | +47 22 93 63 51, cell: + 47 91 11 36 01, |
| | email: na.skogstad(at)fearnleys.no |
| | * Per Lauvvang, tel: +47 22 93 63 77, cell: +|
| | 47 95 11 10 51, email: |
| | p.lauvvang(at)fearnleys.no |
| | |
| | |
| | Swedbank Norway: |
| | * Wilhelm Koren, tel: +47 23 1 162 66, cell: |
| | +47 91 30 04 61, email: |
| | wilhelm.koren(at)swedbank.no |
| | * Mathias Wexels, tel: +47 23 11 62 77, cell:|
| | +47 47 80 32 37, email: |
| | mathias.wexels(at)swedbank.no |
| | |
| | |
+------------------------------+-----------------------------------------------+
The offer and any acceptances thereof are subject to Norwegian law, with Oslo
District Court as the agreed legal venue.
The offer is not directed to persons in any jurisdiction where the offer would
be in violation of applicable laws or whose acceptance of the offer requires
that (i) further documents are issued in order for the offer to comply with
local law or (ii) registration or other measures are taken pursuant to local
law. No document or material relating to the offer may be distributed in or into
any country where such distribution or offering requires any of the
aforementioned measures to be taken or would be in conflict with any law or
regulation of such country.
The offer is not being made directly or indirectly in, or by use of the mails
of, or by any means or instrumentality of interstate or foreign commerce of, or
any facilities of a national securities exchange of, the United States of
America, its territories and possessions, any State of the United States and the
District of Columbia (the "United States"). This includes, but is not limited
to, facsimile transmission, internet delivery, email, telex and telephones.
Accordingly, copies of this document and any related offering documents are not
being, and must not be, mailed, emailed or otherwise distributed or sent in or
into the United States and so doing may invalidate any purported acceptance.
Each bondholder is responsible for any taxes as a consequence of its acceptance
of the offer. The Issuer assumes no responsibility for any tax liability
resulting from the acceptance of the offer.
For other matters, please contact;
Bente Flø, Chief Financial Officer, on telephone +47 23 12 03 00 /+47
91 64 56 08 or by e-mail: bente.flo(at)skaugen.com.
This press release is also available on the Internet at our website:
www.skaugen.com.
I.M. Skaugen SE is a Norway based Marine Transportation Service Company, with a
focus on Innovative Maritime Solutions. Our core business activity is to provide
logistics solutions for seaborne regional distribution of liquefied gasses such
as LNG, petrochemical gases, ethane as well as LPG.
The Skaugen Group of companies currently operates a fleet of 22 vessels
worldwide. In our core fleet of 15 advanced gas carriers, we have 6 innovative
and unique vessels with the capacity to transport LNG in addition to
petrochemical gases and LPG. Our global teams can provide on- and off-shore LNG
terminal management as well as ship to ship transfer services of LNG/LPG and
crude oil as well as petroleum products. We recruit, train and employ our own
team of seafarers.
IMS employs approximately 525 team members globally and with nearly 30
nationalities represented. We manage and operate our activities and service our
clients from our offices in Singapore, Oslo, Houston and Sunderland, UK
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
IMSK12 Bondholder offer form:
http://hugin.info/179/R/1900412/675499.pdf
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire 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: I. M. Skaugen SE via GlobeNewswire
[HUG#1900412]
Unternehmensinformation / Kurzprofil:
Datum: 09.03.2015 - 10:41 Uhr
Sprache: Deutsch
News-ID 376905
Anzahl Zeichen: 12193
contact information:
Town:
Oslo
Kategorie:
Business News
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