Klaveness Combination Carriers ASA - Private placement successfully completed
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Oslo 23 May 2023: Reference is made to the stock exchange announcement by Klaveness Combination Carriers ASA (OSE: KCC) ("KCC” or the "Company") on 23 May 2023 regarding the contemplated private placement of new shares (the "Offer Shares") of NOK equivalent of approximately USD 50 million (the "Private Placement"). The Company hereby announces that it has allocated 7,857,143 new shares in the Private Placement at a subscription price of NOK 70 per share, raising gross proceeds of NOK 550 million or approximately USD 50 million. ABG Sundal Collier ASA, Clarksons Securities AS and DNB Markets, a part of DNB Bank ASA (“DNB Markets”) are acting as Joint Bookrunners (the “Joint Bookrunners”) in connection with the Private Placement.
The net proceeds of the Private Placement will be used to partly fund the equity component of the delivered cost of three CABU newbuilds with expected delivery in Q1-Q3 2026. The Company will fund the remaining equity through cash on balance sheet and assumes securing approx. 60% debt prior to delivery. The transaction and investment are further described in the stock exchange announcement on 23 May 2023.
Notification of allotment of the Offer Shares including settlement instructions will be sent to the applicants through a notification from the Joint Bookrunners on 24 May 2023.
The Offer Shares allocated in the Private Placement are expected to be settled through a delivery versus payment transaction by delivery of existing and unencumbered shares in the Company that are already listed on Oslo Børs, pursuant to a share lending agreement between the Company, Rederiaksjeselskapet Torvald Klaveness and DNB Markets. The Offer Shares will thus be tradable from allocation. DNB Markets will settle the share loan with a corresponding number of new shares in the Company which has been resolved issued by the Board of Directors of the Company (the “Board”) pursuant to the authorisation granted at the Company's annual general meeting on 25 April 2023.
Following registration of the new share capital pertaining to the Private Placement, the Company will have a share capital of NOK 60,229,143 divided into 60,229,143 shares, each with a par value of NOK 1.00.
The contemplated Private Placement involves that the shareholders' preferential rights to subscribe for and being allocated the Offer Shares are set aside. The Board has considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the rules on equal treatment under Euronext Oslo Rule Book Part II and the Oslo Stock Exchange's Guidelines on the rule of equal treatment. The Board is of the view that it is in the common interest of the Company and its shareholders to raise equity through a private placement. A private placement enables the Company to secure equity financing prior to signing the newbuild contract and committing to the investment in the three newbuilds. Further, a private placement will reduce execution and completion risk and allows for the Company to raise capital more quickly, which is particularly important in light of the newbuilds' payment structure. A private placement will as well enable the Company y to utilize current market conditions, raise capital at a lower discount compared to a rights issue and avoid the underwriting commissions normally seen with rights offerings. Further, the Subsequent Offering, if implemented, will secure that eligible shareholders will receive the opportunity to subscribe for new shares at the same subscription price as that applied in the Private Placement.
The Company intends to carry out a subsequent offering with non-tradeable subscription rights of up to 1,000,000 new shares in the Company which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 23 May 2023 (as registered in the VPS two trading days thereafter), who (i) were not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action. Whether or not such subsequent offering will ultimately take place, will depend inter alia on the development of the price of the shares in the Company after completion of the Private Placement.
Advokatfirmaet Schjødt AS is acting as legal advisor to the Company in connection with the Private Placement.
For additional information, please contact:
Engebret Dahm, Chief Executive Officer
Email: eda@klaveness.com
Phone: +47 957 46 851
Liv Dyrnes, Chief Financial Officer
Email: lhd@klaveness.com
Phone: +47 976 60 561
About Klaveness Combination Carriers ASA
KCC is the world leader in combination carriers, owning and operating eight CABU and eight CLEANBU combination carriers. 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. Through their high utilization and efficiency, the vessels emit up to 40% less CO2 per transported ton compared to standard tanker and dry bulk vessels in current and targeted combination trading patterns.
Important Notices
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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 "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
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 Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom 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 for 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.
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", "expect", "anticipate", "strategy", "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.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company’s services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither of the Joint Bookrunners 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 and is not to be relied upon in substitution for the exercise of independent judgment. 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 in the Company. Neither the Joint Bookrunners nor any of their respective affiliates accepts any liability arising from the use of this announcement.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by Håkon Arne Moltubakk, Senior Manager Finance and IR at Klaveness Combination Carriers ASA on 23 May 2023 at 22:48 CEST on behalf of the Company.
