Havila Kystruten AS: Update on Refinancing Plan - Contemplated Private Placement

 

Havila Kystruten AS: Update on Refinancing Plan - Contemplated Private Placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Reference is made to the stock exchange announcement dated 5 July 2023 regarding the signing of an exclusivity agreement and term sheet in respect of a EUR 305 million senior secured first lien facility (the “Bond Issue”) by Havila Kystruten AS ("Havila Kystruten" or the "Company" and, together with its subsidiaries, the "Group") and additional raise of EUR 85 million of new capital to be fully funded for the Company’s refinancing and delivery of remaining vessels from the yard. Following constructive dialogue with stakeholders and potential equity investors, the Company is pleased to announce that it has received an offer from Havila Holding, its largest shareholder, to provide a EUR 20 million subordinated loan with payment in Kind interest and other terms materially in-line with the EUR 305 million senior secured loan and that the remaining capital of EUR 65 million will be sought raised through an equity private placement (the "Private Placement").

Completion of the Private Placement and the completion of the Bond Issue are mutually conditional, and are also conditional on the provision of the EUR 20 million subordinated loan from Havila Holding AS.

The Bond Issue

As set out in the stock exchange on 5 July 2023, the Bond Issue will be provided by a large global private credit fund and will consist of a three-year EUR 305 million facility to cover the refinancing of all four vessels. The facility carries a cash interest of 3-months EURIBOR plus 6.00 per cent and PIK interest of 3.50 per cent. Subject to reaching certain financial milestones, the total interest may be reduced to EURIBOR plus 7.75 per cent. The facility will amortize with EUR 50 million at a price of 107 per cent of par after 15 months with a guaranteed settlement by Havila Holding AS (the Company's largest shareholder owning 60.42%) through the issuance of a new unsecured debt instrument. The remaining amount matures after 3 years at a price of 106 per cent.

The managers for the Bond Issue are Arctic Securities AS, Fearnley Securities AS and Nordea Bank Abp, filial i Norge (jointly the "Managers").

The Private Placement

The Company has also mandated the Managers to advise on and effect the Private Placement which will consist of new ordinary shares in the Company (the "New Shares"), raising gross proceeds of the NOK equivalent of approximately EUR 65 million. The offer price ("Offer Price") is NOK 1.00 per share and has been determined through discussions with potential cornerstone investors. The number of New Shares to be issued will be determined by the Company's board of directors (the "Board") in consultation with the Managers following an accelerated bookbuilding process.

The proceeds from the Private Placement will be used to repay certain credit issued by the Tersan yard, making payment of delivery instalments to Tersan, as well as to cover operational expenses and transactional costs.

Havila Holding AS (the Company's largest shareholder owning 60.42%) has pre-committed to subscribe for and will be allocated New Shares for the NOK equivalent of EUR 40 million. Based on a limited sounding process, the Private Placement is supported by existing shareholders and other investors.

The Private Placement will be directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate amounts below EUR 100,000 to the extent exemptions from the prospectus requirements in accordance with applicable regulations, including the Norwegian Securities Trading Act and the prospectus regulation 2017/119 and ancillary regulations, are available.

The application period for the Private Placement commences today, on 18 July 2023 at 16:30 CEST, and is expected to close no later than 19 July 2023 at 08:00 CEST. The Company, after consultation with the Managers, reserves the right to at any time and in its sole discretion close or extend the application period. If the application period is shortened or extended, other dates referred to herein may be changed correspondingly.

Allocation of the New Shares in the Private Placement will be determined after the expiry of the application period, and the final allocation will be made by the Board at its sole discretion, following advice from the Managers. Settlement is subject to any shortening or extensions of the bookbuilding period and satisfaction of the Conditions (as defined below).

Completion of the Private Placement is subject to the corporate resolutions of the Company required to implement the Private Placement, including a resolution of an extraordinary general meeting ("EGM") to be held on 20 July 2023. Following such EGM, the Managers will pre-pay the total subscription amount in the Private Placement for investors other than Havila Holding AS and certain other investors (being the number of New Shares allocated to investors other than Havila Holding AS and such other investors, multiplied by the Offer Price) in order to facilitate delivery-vs-payment settlement, however, the allocated New Shares will not be delivered to, nor will they be tradable by, the relevant applicant before the registration of the share capital increase pertaining to the issuance of the New Shares has taken place.

The Company has considered the Private Placement in light of the equal treatment obligations under applicable regulations and is of the opinion that the deviation from the preferential rights inherent in a private placement, taking into consideration the time available to secure financing for delivery of vessels from Tersan, costs and risk of alternative methods of the securing the desired funding, is in the common interest of the shareholders of the Company.

The Company may, subject to completion of the Private Placement, and certain other conditions, resolve to carry out a subsequent repair offering (the "Subsequent Offering") of new shares at the Offer Price in the Private Placement which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 18 July 2023 (as registered in the VPS two trading days thereafter), who (i) were not allocated New Shares in the Private Placement, (ii) were not offered participation in the pre-sounding for the Private Placement, and (iii) 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. Launch of a Subsequent Offering will require approval by the EGM of the Company, to be held on 20 July 2023, and may also require publication of a prospectus to be prepared by the Company. The Company reserves the right in its sole discretion to not conduct or to cancel any Subsequent Offering.

Arctic Securities AS, Fearnley Securities AS and Nordea Bank Abp, filial i Norge, are acting as Managers for the Private Placement and the Bond Issue. Wikborg Rein Advokatfirma AS and Advokatfirmaet Thommessen AS are acting as legal counsel to Havila Kystruten AS and the Managers, respectively.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation.

This stock exchange announcement was published by Arne Johan Dale, CFO of Havila Kystruten AS, on 18 July 2023 at 16:30 CEST.

Important information:

The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.

The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions.

The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Managers are acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release.

Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.

Contacts:

CEO Bent Martini, +47 905 99 650

CFO Arne Johan Dale, +47 909 87 706