Western Bulk is pleased to announce that the Offering has been successfully completed with the allocation of 4,340,000 Offer Shares at a price of NOK 30.00 per Offer Share, resulting in a total transaction size of approx. NOK 130 million.
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Oslo, 8 September 2021: Reference is made to the stock exchange release from Western Bulk Chartering AS (“Western Bulk” or the “Company”) on 6 September 2021 regarding the terms for the offering of shares (the “Offering”) and subsequent admission to trading on Euronext Growth Oslo (the “Listing”).
Western Bulk is pleased to announce that the Offering has been successfully completed with the allocation of 4,340,000 Offer Shares (as defined below) at a price of NOK 30.00 per Offer Share (the "Offer Price"), resulting in a total transaction size of approx. NOK 130 million.
- The Offering comprised of a primary offering of 3,950,000 new shares (the "Primary Shares") raising gross proceeds of NOK 118.5 million.
- In addition, the Joint Global Coordinators (as defined below) have over-allocated 390,000 additional shares (the “Additional Shares” and, together with the Primary Shares, the “Offer Shares”).
- Four cornerstone investors have been allocated a total of NOK 52 million in the Offering; i) Svelland Capital, (ii) KLP, (iii) Global Value Investment Corp and (iv) Oceanic Investment Management.
- The Company intends to use the net proceeds from the issuance of the Primary Shares to finance growth, scale on investments made and to strengthen the balance sheet to implement fixed dividend policy as well as for general corporate purposes.
- There will be in total 33,619,715 shares in Western Bulk in issue following the issuance of the Offer Shares, resulting in a post-money market capitalisation of the Company of NOK 1,008 million based on the Offer Price.
- The first day of trading on Euronext Growth Oslo is expected to be on or about Monday 20 September 2021 under the trading symbol "WEST” (subject to the necessary approvals from the Oslo Stock Exchange and the registration of the Company’s shares in the Norwegian Central Securities Register, VPS).
Allocation to investors will be communicated on 8 September and the Offering is expected to be settled by the Managers on a delivery-versus-payment basis on or about 20 September.
The Company, members of the Company's board of directors and management and Kistefos Equity Holding AS and Ojada AS have entered into customary lock-up arrangements with the Joint Global Coordinators that will restrict, subject to certain exceptions, their ability to, without the prior written consent of the Joint Global Coordinators, issue, sell or dispose of shares, as applicable, for a period of 12 months for the Company, members of the Company's board of directors and management and 6 months for Kistefos Equity Holding AS and Ojada AS, after the commencement of trading in the shares on Euronext Growth Oslo.
The Company has granted Arctic Securities AS (the “Stabilisation Manager”), acting on behalf of the Managers, an option to subscribe for and have issued at the Offer Price a number of new shares equal to the number of Additional Shares to cover short positions resulting from any over-allotments made. This option must be exercised by the Managers no later than the 30th day following commencement of trading on Euronext Growth Oslo. The Stabilisation Manager, on behalf of the Managers, may (but will be under no obligation to) effect stabilisation activities in accordance with the EU Market Abuse Regulation with supplemental rules, 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.
Arctic Securities AS and DNB Markets, a part of DNB Bank ASA are acting as Joint Global Coordinators and Joint Bookrunners in respect to the Offering and Listing (the “Joint Global Coordinators”). Fearnley Securities AS is acting as Joint Bookrunner in respect to the offering (together with the JGCs the "Managers"). Wiersholm AS is acting as legal counsel to the Company. Advokatfirmaet Schjødt AS is acting as legal counsel to the Managers.
For further information, please contact:
CEO Western Bulk Chartering AS
+47 922 53 957
CFO Western Bulk Chartering AS
+47 988 74 302
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.