NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Western Bulk Chartering AS (“Western Bulk” or the “Company”) has engaged Arctic Securities AS and DNB Markets, a part of DNB Bank ASA as Joint Global Coordinators and Joint Bookrunners (the “Joint Global Coordinators”) and Fearnley Securities AS as Joint Bookrunner (together with the Joint Global Coordinators, the "Managers”) to advise on and effect a contemplated private placement in the Company (the “Private Placement”) and a subsequent listing of the Company’s shares on Euronext Growth Oslo (the “Listing”).
The price per share in the Private Placement has been set to NOK 30.00, equivalent to a pre-money equity value of the Company of approximately NOK 878 million based on the 29,279,715 shares currently outstanding in the Company.
The Private Placement will consist of a primary offering of up to 3,950,000 new shares (the “Primary Shares”) to be issued by the Company to raise gross proceeds of up to NOK 118.5 million, equivalent to approximately USD 13.7 million (the "Primary Offering"). There will also be an over-allotment option of up to 390,000 additional shares in the Company (the "Additional Shares"), (equivalent to approximately 10% of the Primary Offering) to facilitate price stabilization activities in a period of 30 days from the first day of Listing (together with the Primary Shares, the “Offer Shares”). A total of 4,340,000 Offer Shares will be offered in the Private Placement, raising gross proceeds of up to approximately NOK 130 million (equivalent to approximately USD 15 million).
The net proceeds from the Primary Offering will be used for growth, scale on investments made and to strengthen the balance sheet to implement fixed dividend policy as well as for general corporate purposes.
Four cornerstone investors have, subject to certain terms and conditions, undertaken to subscribe for and be allocated Offer Shares for a total of NOK 52 million (corresponding to approximately USD 6 million): (i) Svelland Capital, (ii) KLP, (iii) Global Value Investment Corp and (iv) Oceanic Investment Management.
In addition, Hans Eiendom AS, Senny Eiendom AS, Kistefos Museets driftfond, Anders Sveaas’ Almennyttige fond and Kistefos Investment AS have pre-committed to subscribe for Offer Shares for a total of NOK 26 million (corresponding to approximately USD 3 million) in the Private Placement, and certain employees of Kistefos AS have pre-committed to subscribe for Offer Shares for a total of NOK 8.7 million (corresponding to approximately USD 1 million) in the Private Placement.
The bookbuilding period in the Private Placement will commence today, 6 September 2021 at 09:00 CEST and close on 8 September 2021 at 16:30 CEST. The Managers and the Company may, however, at any time and for any reason resolve to shorten or extend the bookbuilding period. If the bookbuilding period is shortened or extended, any other dates referred to herein may be amended accordingly.
Kistefos Equity Holdings AS, the Company’s largest shareholder, is expected to grant Arctic Securities AS, on behalf of the Managers (the “Stabilisation Manager"), an option to borrow a number of existing shares equivalent to the Additional Shares in order to enable the Managers to settle any over-allotments made in the Private Placement (the "Over-Allotment Option"). Furthermore, the Company is expected to grant the Stabilisation Manager an option (the “Greenshoe Option”) to subscribe for and have issued, at the Offer Price, a number of new shares equal to the number of Additional Shares allocated in the Private Placement less any shares purchased by the Stabilisation Manager as part of stabilization activities to cover short positions resulting from any over-allotments made in the Private Placement not covered through such share purchases. The Greenshoe Option will be exercisable, in whole or in part, by the Stabilisation Manager within a 30-day period commencing at the time trading in the shares commences on Euronext Growth Oslo. The Company will receive the proceeds from any shares sold under the Over-Allotment Option if, and to the extent, the Greenshoe Option is exercised. Net profits from stabilisation activities, if any, will be to the benefit of the Company.
The Stabilisation Manager may (but will be under no obligation to) effect stabilisation activities in accordance with Commission Delegated Regulation (EU) 2016/1052, as implemented into Norwegian law by Section 3-1 of the Norwegian Securities Trading Regulation, in a period of 30 days from the first day of trading on Euronext Growth Oslo in order to support the market price of the shares. However, stabilisation action may not necessarily occur and may cease at any time. Any stabilisation action may begin on or after the date of commencement of trading of the shares on Euronext Growth Oslo and, if begun, may be ended at any time, but it must end no later than 30 days after that date. Stabilisation may result in a price of the shares that is higher than might otherwise prevail, and the price may reach a level that cannot be maintained on a permanent basis.
Western Bulk has applied for and will subject to successful completion of the Private Placement and the necessary approvals from the Oslo Stock Exchange, list the shares of the Company on Euronext Growth Oslo. The first day of trading on Euronext Growth Oslo is expected to be shortly after completion of the Private Placement, and is currently anticipated to be on or about 20 September 2021.
The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available from prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate shares corresponding to an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to Regulation (EU) 2017/1129, the Norwegian Securities Trading Act and other applicable regulations are available.
The Company, members of the Company's board and management, Kistefos Equity Holdings AS and Ojada AS will enter into customary lock-up arrangements with the Joint Global Coordinators that will restrict, subject to certain exceptions, their ability to issue, sell or dispose of shares, as applicable, for a period of 12 months for the Company and the members of the board and management, and 6 months for Kistefos Equity Holdings AS and Ojada AS, after the commencement of trading in the shares on Euronext Growth Oslo without the prior written consent of the Joint Global Coordinators.
Completion of the Private Placement is conditional upon (i) the necessary corporate resolutions, including the Company’s board of directors resolving to consummate the Private Placement and allocate the Offer Shares and an extraordinary general meeting approving the issuance of the New Shares, and (ii) registration of the share capital increase pertaining to the New Shares with the Norwegian Register of Business Enterprises.
The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
Background and dividend policy:
The Private Placement and a robust balance sheet will enable Western Bulk to combine profitable growth and implementation of a quarterly dividend policy of minimum 80% with payments commencing after Q1 2022, subject to combined working capital and free cash position being sufficient to support such payouts. The Company intends to propose for Western Bulk’s general meeting in 2022 that a special dividend for 2021 is paid out. The minimum amount of such special dividend is expected to be USD 30m based on current expectations for Company results in 2021 and market outlook for 2022.
Arctic Securities AS and DNB Markets, a part of DNB Bank ASA are engaged as Joint Global Coordinators and Joint Bookrunners and Fearnley Securities AS as Joint Bookrunner. Advokatfirmaet Wiersholm AS is acting as legal advisor to Western Bulk, while Advokatfirmaet Schjødt AS is acting as legal advisor to the Managers.
For more information, please contact:
Hans Aasnæs, Chief Executive Officer
Tel: +47 922 53957
These materials do not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
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 EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement 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.
This statement contains certain forward-looking statements (as such defined in Section 21E of the U.S. Securities Exchange Act of 1934, as amended) concerning future events, including possible issuance of equity securities of the Company. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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, include, but are not limited to, the possibility that the Company will determine not to, or be unable to, issue any equity securities, and could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
This announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
The Private Placement 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.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. Specifically, 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, Hong Kong Japan 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.