Balance sheet reinforcement to secure long-term development of
Dockwise
(Thomson Reuters ONE) - NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, OR JAPANBreda, The Netherlands 19 October 2009. Dockwise Ltd. ("Dockwise" orthe "Company") announces a balance sheet reinforcement, whichincludes an equity raising of between USD 220 million and USD 250million to strengthen its capital structure and position itself forsustained growth. The net proceeds of the equity raising will be usedto pay down outstanding debt. The Company has signed agreements withcertain existing shareholders, as well as - subject to certainconditions- with new investor Sankaty Advisors LLC ("SankatyAdvisors") - and expects to sign such agreements with HAL InvestmentsB.V. ("HAL") and Project Holland Deelnemingen B.V./Project HollandFonds ("Project Holland Fonds") later today. By these agreementsthese investors commit to provide the Company with fresh capital tosupport it in the next phase of its development. In addition, thethree new investors have acquired all of the shares in the Companyheld by 3i Delphi Cöoperatief B.A. ("3i"). The Company also intendsto seek a secondary listing of its shares on Euronext Amsterdam byNYSE Euronext ("Euronext Amsterdam"). The components of the balancesheet reinforcement are summarised as follows: * Equity Raising: The Company expects to raise a minimum of USD 220 and a maximum of USD 250 million in total through: * A Directed Placement of up to 172,310,653 new ordinary shares amounting to up to USD 235.2 million (the "Directed Placement"). New shares have been offered in the Directed Placement to selected professional investors and certain existing shareholders at a subscription price of NOK 7.70 per new share. HAL, Project Holland Fonds and Sankaty Advisors (collectively the "New Investors") are expected to participate as new investors in the Directed Placement and have committed or are expected to commit later today to subscribe for up to USD 183.7 million of new equity. The New Investors have expressed their intention to be long-term investors in the Company. Certain existing shareholders have also subscribed for a total of USD 51.5 million in the Directed Placement. * A Subsequent Offering of 86,328,233 new ordinary shares amounting up to USD 117.9 million (the "Subsequent Offering"). Existing shareholders who have not participated in the Directed Placement will have rights to participate in the equity raising through the Subsequent Offering. The number of shares allocated to the New Investors in the Directed Placement will be reduced proportionately to the extent that the Company receives subscriptions in excess of USD 14.8 million in the Subsequent Offering. As a result, the total equity raising will not exceed USD 250 million. * New long-term investors: The New Investors have acquired all of 3i's shares in the Company including the associated rights to participate in the Subsequent Offering for a total consideration of NOK 464,037,620 reflecting a per share price of NOK 7.70 for the 60,264,626 shares (26.2% of the outstanding shares in the Company prior to the equity raising). * Secondary Listing: A dual listing on the Oslo Stock Exchange and Euronext Amsterdam will be arranged to increase liquidity in the Company's shares. The secondary listing on Euronext Amsterdam (the "Secondary Listing") is expected to become effective as soon as practicable after the issuance and settlement of the new shares in the Subsequent Offering, which is expected to occur in early December 2009.The New Investors, and the existing shareholders participating in theDirected Placement, have irrevocably committed to support thetransaction by voting in favour of all proposed resolutions toimplement the equity raising, the Secondary Listing and the proposedchanges to the Board of Directors (the "Proposed Resolutions"), at aSpecial General Meeting, which is planned for 4 November 2009.Including these commitments, the Company has received irrevocableundertakings to vote in favour of the Proposed Resolutions fromshareholders representing in aggregate 62.1% of the votes.The Company has appointed ABN AMRO Bank N.V. (to be renamed The RoyalBank of Scotland N.V. in due course) as Sole Global Co-ordinator andSole Bookrunner of the Directed Placement and the SubsequentOffering, and as listing agent for the listing on Euronext Amsterdam.Further details of the key elements are provided in the end of thispress release.André Goedeé, Chief Executive Officer, Dockwise Ltd, said:"Dockwise has developed as the market leader in heavy marinetransportation. In the two years since listing on the Oslo StockExchange, we have seen the business grow in annual revenues from USD290 million to USD 457 million in 2008 and reinforced our industryleadership. The initiative announced today will provide Dockwise witha sustainable capital structure and a solid foundation for theCompany's future development. We welcome our new shareholders, andwould like to thank 3i for their support and contribution to Dockwiseover the years.With our new capital structure and a strong, committed shareholderbase, the Company can focus its strengths and attention on theconsiderable market opportunities ahead."Chris Williams, 3i Partner, Head of General Industrial Sector, said:"Dockwise has been a very successful investment for 3i and we areincredibly proud of our involvement during which time the company hascontinued to build upon its market leading position and successfullycompleted an ambitious transformation in scale and market offering.Throughout our time with the company, we have remained firm believersthat Dockwise has the strategy to be successful in its markets. Weare delighted that we have found a structure that has allowed us tosell our shares to a group of shareholders committed to supportDockwise's strategic development over the coming years. We wish themanagement team and employees every success in the future."Further details of the key elements of the initiative are includedfurther below.For further information, please contact:Fons van LithTel: +31 651 314 952/ +31 76 5484116fons.van.lith(at)dockwise.comA teleconference for analysts and investors following thepresentation of Q3 2009 results and this announcement will beconducted on 19 October 2009 at 13:30 hrs CET. The dial in number forthe conference is +44 (0)203 003 2666. The teleconference will belive audio-webcast on the Company's website www.dockwise.com. Forfollowing presentation only, the webcast is recommended. For remarksor questions, you should dial in on the conference call.Directed PlacementIn the Directed Placement, commitments to subscribe for up to134,577,193 shares, equivalent to USD 183.7 million, with a minimumof 45,398,592 shares equivalent to USD 62.0 million, have been or areexpected to be later today, obtained from the New Investors.Commitments to subscribe for up to 37,733,460 shares equivalent toUSD 51.5 million have been obtained from existing shareholders, forissuance of up to a total of 172,310,653 new shares in aggregate at asubscription price of NOK 7.70 per new share. The new shares will besubscribed for as follows:Commitment made by New Investors: * Funds managed by Sankaty Advisors for a minimum of 0 shares and a maximum of 44,521,778 shares.Commitments from New Investors expected later today: * HAL for a minimum of 30,265,728 shares and a maximum of 60,036,943 shares; and * Project Holland Fonds for a minimum of 15,132,864 shares and a maximum of 30,018,472 shares.Commitments from Existing shareholders:Franklin Mutual, ODIN, Invesco, GMO, Skagen Funds and Holberg havecommitted and entered into subscription agreements on 16 October 2009for a total of 37,733,460 shares, providing an equity raising of USD51.5 million. Through these subscription agreements, these existinginvestors have also irrevocably committed to support the proposedtransactions at the Special General Meeting and to vote in favour ofthe Proposed Resolutions. Including these commitments, the Companyhas received irrevocable undertakings to vote in favour of theProposed Resolutions from shareholders representing in aggregate over60% of the votes.Subsequent OfferingThe Board of Directors of the Company proposes to conduct aSubsequent Offering of up to 86,328,233 new shares directed at thoseinvestors that were shareholders in the Company as of close ofbusiness of 16 October 2009 that have not participated in theDirected Placement and that are allowed to participate in theSubsequent Offering under applicable securities laws (the "EligibleShareholders"). The Subsequent Offering is intended to enableEligible Shareholders to maintain their shareholding in the Companyrelative to the existing shareholders that participated in theDirected Placement. As the ordinary settlement period in theNorwegian VPS system is T+3, the Company will establish the identityof Eligible Shareholders based on the transcript of the Company'sshareholder register in the VPS as of the end of Wednesday 21 October2009. The existing shareholders that participated in the DirectedPlacement are not entitled to participate in the Subsequent Offering.The New Investors will have the right to participate in theSubsequent Offering on the same terms as Eligible Shareholders inrespect of the shares purchased from 3i. The total subscription ofthe New Investors in the Directed Placement and Subsequent Offeringtogether will not exceed the maximum number of shares as describedabove under "Directed Placement".The subscription price in the Subsequent Offering has been set at NOK7.70 per new share, equal to the subscription price in the DirectedPlacement. The subscription period in the Subsequent Offering isexpected to be from and including 6 November 2009 to 17:30 (CET) on20 November 2009.Each Eligible Shareholder will be given the right to subscribe("Subscription Right") for 0.54 new shares for each share held as of16 October 2009, as appearing in the shareholder register of theCompany as of the end of 21 October 2009, rounded down to the nearestwhole share. Each Subscription Right will give the EligibleShareholders the right to subscribe for and be allocated one newshare. The Subscription Rights will be listed and tradable on theOslo Stock Exchange during the subscription period in the SubsequentOffering. Subscription Rights not used to subscribe for shares beforethe end of the subscription period will have no value and will lapsewithout compensation to the holder.The total number of shares to be offered by the Company in theDirected Placement and Subsequent Offering together is limited to183,122,011 shares, and shares subscribed for in the SubsequentOffering in excess of in total 10,811,357 shares will reduce theshares allocated to the new investors in the Directed Placementaccordingly. Over-subscription and subscription without SubscriptionRights will not be permitted.The Subsequent Offering will be documented through a prospectus to bepublished prior to the commencement of the subscription periodexpected to be on or around 6 November 2009. The ability of anyEligible Shareholder to participate in the Subsequent Offering willbe subject to restrictions of applicable securities laws and theability of such Eligible Shareholder to provide the representationsand warranties to be set out in the prospectus for the SubsequentOffering.New long-term shareholders buying the 3i stake in the CompanyToday, prior to market opening, 3i has sold its 60,264,626 shares inthe Company, including the right to participate in the SubsequentOffering, at a price of NOK 7.70 per share. Share sale agreementswere entered into on 19 October 2009 with the following investors forthe indicated number of shares: * HAL for 26,884,971 shares (or 11.7%) * Project Holland Fonds for 13,442,485 shares (or 5.85%) * Sankaty Advisors for 19,937,170 shares (or 8.68%)3i's decision to sell its shares in the Company represents theculmination of its investment in the Company which commenced with theinitial buyout of the Company from Heerema in January 2007, and hasafforded the opportunity for the Company to attract three newinvestors.In conjunction with the sale of the 3i shares, Menno Antal hastendered his resignation as a non-executive Director of the Companyeffective as of 19 October 2009. The nomination committee intends tonominate a new non-executive Director shortly.Secondary Listing, Capital reduction and Reverse Share SplitIn connection with the Directed Placement and the SubsequentOffering, the Company will take such steps that are necessary for theshares in the Company to be admitted to listing and trading onEuronext Amsterdam. The Secondary Listing is intended to broaden thepotential shareholder base and provide wider market access and aimsto enhance liquidity for investors. In order to allow for aneffective pricing at Euronext Amsterdam, the Board of Directors ofthe Company will propose to the Special General Meeting to (i) reducethe par value of the Company's share capital to USD 0.25 per share,the balance of the difference to be credited to the Company'scontributed surplus, and (ii) to consolidate (reverse share split)all of the Company's share capital on a 1 for 20 ratio into shareswith a par value of USD 5.00, after which the Secondary Listing willbecome effective in early December. All share and per shareinformation in this announcement is provided on a pre-reduction andpre-split basis.Special General MeetingThe completion of the Directed Placement and Subsequent Offering issubject to the approval by simple majority at a General Meeting ofDockwise. A Special General Meeting is planned for 4 November 2009,to consider the Directed Placement, Subsequent Offering, capitalreduction, reverse share split and changes to the Board of Directors.The investors that participated in the Directed Placement haveundertaken to vote in favour of these proposals and have provided theChairman of the Board of Directors a power of attorney to attend andvote at the Special General Meeting on their behalf. The undertakingsto vote in favour of the proposals represent more than 60% of theissued share capital. Notice of the Special General Meeting will beissued tomorrow, 20 October 2009.About Dockwise Ltd / Dockwise GroupDockwise Ltd., a Bermuda incorporated, has a workforce of more than1200 people both offshore and onshore. The company is the leadingmarine contractor providing total transport services to the offshore,onshore and yachting industries as well as installation services ofextremely heavy offshore platforms. The Group is headquartered inBreda, The Netherlands. The Group's main commercial offices arelocated in The Netherlands, the United States, China, Korea,Australia, Brasil, Moscow, Singapore and Nigeria. The Dockwise YachtTransport business unit is headquartered in Fort Lauderdale and hasan office in Italy. The Dockwise Shipping network is supported byagents in Japan, Singapore, Spain, Norway, Argentina and Italy. Tosupport all of its services to customers, the group also has threeadditional engineering centers in Houston, Breda and Shenzhen,manufactures specific motion reduction equipment such as LMU (LegMating Units) and DMU (Deck Mating Units) and owns a fleet of 20purpose built semi-submersible vessels.Dockwise shares are listed on the Oslo Stock Exchange under tickerDOCK.For further information: www.dockwise.comAbout HAL InvestmentsHAL Investments is an investment company based in Rotterdam, theNetherlands. HAL Investments is a subsidiary of HAL Holding. Allshares of HAL Holding are held by HAL Trust and form the Trust'sentire assets. HAL Trust's shares are quoted on the Amsterdam StockExchange (Ticker symbol: HAL NA). HAL Holding has investments incompanies like Royal Boskalis Westminster NV, Royal Vopak NV andPearle Europe BV.About Project Holland Deelnemingen B.V./ Project Holland FondsProject Holland Deelnemingen B.V. is part of Project Holland Fonds.Project Holland Fonds is an independent Dutch investment fund thatsupports Dutch listed small & midcap companies by investing capitalon a event driven basis. The fund seeks to be a substantialshareholder with a long-term investment horizon. Initiators andcurrent investors are Rabobank and Delta Lloyd. The Fund has a targetsize of EUR 500m-1bn.About Sankaty AdvisorsSankaty Advisors, LLC, the credit affiliate of Bain Capital, LLC, isa leading private manager of fixed income and credit instruments.With approximately $19 billion in committed assets under management,Sankaty invests in a wide variety of securities and investments,including leveraged loans, high-yield bonds, distressed/stresseddebt, mezzanine debt, structured products and equities.Important NoticesThis announcement has been issued by and is the sole responsibilityof the Company. No representation or warranty, express or implied, isor will be made as to, or in relation to, and no responsibility orliability is or will be accepted by ABN AMRO Bank N.V. or by any ofits affiliates or agents as to or in relation to, the accuracy orcompleteness of this announcement or any other written or oralinformation made available to or publicly available to any interestedparty or its advisers, and any responsibility or liability thereforewhether arising in tort, contract or otherwise is expresslydisclaimed. ABN AMRO Bank N.V. is acting exclusively for the Companyand no one else in connection with any transaction or arrangementreferred to herein, and will not regard any other person (whether ornot a recipient of this announcement) as its client and will not beresponsible to anyone other than the Company for providing theprotections afforded to its clients or for giving advice in relationto any transaction or arrangement referred to herein. ABN AMRO BankN.V. is authorised and regulated in The Netherlands by DeNederlandsche Bank and the Autoriteit Financiële Markten.This announcement is not a prospectus and does not constitute anoffer of shares or other securities in the Company. The offer toacquire securities pursuant to the proposed Subsequent Offering willbe made, and any investor should make his investment decision, solelyon the basis of the information that will be contained in theprospectus to be made generally available in Norway and passportedinto the Netherlands in connection with such offering and theSecondary Listing. When made generally available, copies of theprospectus may be obtained, subject to restrictions under applicablesecurities laws, at no cost through the website of the Company.The distribution of this announcement and other information inconnection with the Directed Placement and the Subsequent Offeringmay be restricted by law in certain jurisdictions. Persons into whosepossession this announcement or such other information should comeare required to inform themselves about and to observe any suchrestrictions.This announcement may not be used for, or in connection with, anddoes not constitute, an offer of, or the solicitation of an offer tobuy or subscribe for, any securities to any person in Australia,Canada, Hong Kong, Japan, or the United States or in any jurisdictionto whom or in which such offer or solicitation is unlawful. TheDirected Placement and the Subsequent Offering will not be made inany jurisdiction or in any circumstances in which such offer orsolicitation would be unlawful.The securities referred to herein may not be offered, sold, taken up,exercised, resold, renounced, transferred or delivered, directly orindirectly except pursuant to an applicable exemption from, or in atransaction not subject to, the registration requirements of the U.S.Securities Act of 1933, as amended and in compliance with anyapplicable securities laws of any state or jurisdiction of the UnitedStates. Subject to certain exceptions, the securities referred toherein may not be offered or sold in Australia, Canada or Japan orto, or for the account or benefit of, any national, resident orcitizen of Australia, Canada or Japan. The offer and sale of thesecurities referred to herein has not been and will not be registeredunder the Securities Act or under the applicable securities laws ofAustralia, Canada, Hong Kong or Japan. There will be no public offerof the securities in the United States.This announcement is being distributed in the UK only to, and isdirected only at persons who are (i) investment professionals asdefined in Article 19 of the Financial Services and Markets Act 2000(Financial Promotion) Order 2005 ("the Promotion Order") who arepersons having professional experience in matters relating toinvestments, (ii) high net worth companies, unincorporatedassociations and others falling within Article 49 of the PromotionOrder or (iii) persons to whom this announcement may otherwiselawfully be distributed without being accompanied by any furtherstatements 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 oncommunications in section 21 of the Financial Services and MarketsAct 2000 and, as a result of such exemptions, has not been approvedby an authorised person as required by such section.Any person who (i) does not have professional experience in mattersrelating to investments; (ii) is not a relevant person; or (iii) hasany doubt about as to whether they are an investment professional, ahigh net worth company or unincorporated association, or other personto whom this announcement may be lawfully distributed without itbeing accompanied by any further statements or warnings and/or theinvestment to which this announcement relates must not rely on or actupon the contents of this announcement unless, with respect to (iii)only, they take professional advice that confirms that they fallwithin one of those categories.The contents of this announcement have been prepared by and are thesole responsibility of the Company. The Company has only communicatedor caused to be communicated invitations or inducements to engage ininvestment activity (within the meaning of Section 21 of theFinancial Services and Markets Act 2000) in connection with the issueor sale of the shares in circumstances in which Section 21(1) of theFinancial Services and Markets Act 2000 does not apply. Anyinvestment or investment activity to which this announcement relatesis available in the United Kingdom only to relevant persons and willbe engaged in only with such persons.All investment is subject to risk. The value of the shares of theCompany may decrease as well as increase. Past performance is noguarantee of future returns. Potential investors are advised to seekexpert financial advice before making any investment decision.This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 19.10.2009 - 07:39 Uhr
Sprache: Deutsch
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