Klaveness Combination Carriers ASA announces successful completion of NOK 350 million private placement and upcoming listing on Oslo Axess

 
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE LOCAL SECURITIES LAWS OR REGULATIONS OF SUCH JURISDICTION.

Oslo, 15 May 2019: With reference to the announcement on 2 May 2019 regarding the contemplated private placement (the “Private Placement”) and listing on the Oslo Stock Exchange/Oslo Axess (the “Listing”), Klaveness Combination Carriers ASA (“KCC” or the “Company”) today announces that it has successfully completed bookbuilding in the private placement of common shares.

In connection with the Private Placement, the Company will issue 7,368,000 new shares (the “New Shares”) at a price of NOK 47.50 per share raising gross proceeds to the Company of NOK 350 million. In addition, the Joint Bookrunners have over-allotted an additional 382,000 shares (the “Additional Shares”), representing approximately 5% of the number of New Shares. A total of 7,750,000 shares (the “Offer Shares”) were allocated in the Offering. 

The net proceeds from the Private Placement will be used to finance the equity portion of two options for the construction of a seventh and eighth CLEANBU newbuild at Jiangsu New Yangzi Shipbuilding Co., Ltd. in China with scheduled deliveries in Q1 2021.

KCC will today apply for listing of all shares in the Company (the “Shares”) on Oslo Axess with an expected first day of trading on or about Wednesday 22 May 2019. Consequently, the Shares will, upon Listing, be de-registered from N-OTC and be admitted for trading through the facilities of the Oslo Stock Exchange. The Offer Shares will be tradeable from and including the first day of trading on Oslo Axess and will not be tradeable on the N-OTC.

Following the issuance of the New Shares, the Company’s share capital will increase to NOK 47,880,000, consisting of 47,880,000 common shares, each with a nominal value of NOK 1.00 per common share. The share capital increase related to the issuance of the New Shares is expected to be registered with the Norwegian Registry of Business Enterprises on or about 21 May 2019. 

KCC has granted the Joint Bookrunners an Over-allotment Option, exercisable by ABG Sundal Collier ASA as stabilisation manager (the “Stabilisation Manager”) within 30 days from the first day of trading to cover short positions created by over-allotments in connection with the Private Placement. For the purpose of enabling delivery of such over-allotted shares, the Joint Bookrunners have borrowed an equal number of shares from Klaveness Ship Holding AS ("KSH"). A separate disclosure regarding the over-allotment and stabilisation activities will be issued by the Stabilisation Manager on the first day of trading on Oslo Axess. 

Notification of allocated shares and the corresponding amount to be paid by investors are expected to be communicated to investors today,15 May 2019.

The following primary insiders have subscribed for, and were allocated, Offer Shares in the Private Placement:

- KSH, represented on the Board of Directors by the Chairman Lasse Kristoffersen, was allocated 184,200 Offer Shares in the Private Placement. Following the Private Placement, KSH will hold 25,845,950 shares in the Company, corresponding to approximately 54.0% of the share capital if the Over-allotment Option is not exercised and 53.6% of the share capital if the Over-allotment Option is exercised in full.

- EGD Shipholding AS (“EGD”), represented on the Board of Directors by Magne Øvreås, was allocated 55,260 Offer Shares in the Private Placement. Following the Private Placement, EGD will hold 8,788,260 shares in the Company, corresponding to approximately 18.4% of share capital if the Over-allotment Option is not exercised and approximately 18.2% of the share capital if the Over-allotment Option is exercised in full.

- Board member Lori Wheeler Næss was allocated 2,105 Offer Shares in the Private Placement. Following the Private Placement, Næss will hold 2,105 shares in the Company, corresponding to approximately 0.03% of share capital if the Over-allotment Option is not exercised and approximately 0.03% of the share capital if the Over-allotment Option is exercised in full.

- Primary insider Ingri Langemyhr was allocated 3,000 Offer Shares in the Private Placement. Following the Private Placement, Langemyhr will hold 5,250 shares in the Company, corresponding to approximately 0.07% of share capital if the Over-allotment Option is not exercised and approximately 0.07% of the share capital if the Over-allotment Option is exercised in full.

- Primary insider Håkon Arne Moltubakk was allocated 842 Offer Shares in the Private Placement. Following the Private Placement, Moltubakk will hold 842 shares in the Company, corresponding to approximately 0.01% of share capital if the Over-allotment Option is not exercised and approximately 0.01% of the share capital if the Over-allotment Option is exercised in full.

ABG Sundal Collier ASA and Clarksons Platou Securities AS are acting as Joint Global Coordinators and Joint Bookrunners and SEB Corporate Finance (a part of Skandinaviska Enskilda Banken AB (publ) Oslofilialen) is acting as a Joint Bookrunner (together the “Joint Bookrunners”) in connection with the Private Placement and the Listing.

For further queries, please contact:
Engebret Dahm, Managing Director,
Telephone +47 22 52 62 62

Lasse Kristoffersen, Chairperson,
Telephone + 47 22 52 62 38

About Klaveness Combination Carriers ASA:

KCC is the world leader in combination carriers, owning and operating currently nine CABU and one CLEANBU combination carriers with another five CLEANBU combination carriers on order for delivery in the period May 2019 - October 2020. KCC’s combination carriers are built for transportation of both wet and dry bulk cargoes, being operated in trades where the vessels efficiently combine dry and wet cargoes with minimum ballast. In wet mode the CABUs are designed to carry heavy liquid cargoes, such as caustic soda solution (the “CSS”), while the CLEANBUs are designed to carry both clean petroleum products (the “CPP”) and CSS.

IMPORTANT NOTICE

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. None of the Joint Bookrunners or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.

Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer to sell or a solicitation of any offer to buy or subscribe for any securities referred to in this announcement to any person in any jurisdiction, including the United States, Australia, Canada, Japan, Hong Kong or South Africa or any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.

Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material. 

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive ("Qualified Investors"), i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are Qualified Investors and that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

The Joint Bookrunners and their affiliates are acting exclusively for the Company and no-one else in connection with the Private Placement. They will not regard any other person as their respective clients in relation to the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Private Placement, the Joint Bookrunners and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Plcement or otherwise. 

Accordingly, references in any subscription matierals to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Joint Bookrunners and any of their affiliates acting as investors for their own accounts. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "aims", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, each of the Joint Bookrunners and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

The Private Placement and the contemplated Listing may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Private Placement will proceed and that the Listing will occur.

Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

 
Torvald Klaveness