Announcement of the terms for the offering of shares and subsequent admission to trading on Euronext Growth Oslo
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Oslo, 19 November 2021: Reference is made to the announcement by Höegh Autoliners ASA (“Höegh Autoliners” or the “Company”) dated 12 November 2021 regarding the intention to launch a private placement of new shares in the Company (the "Offering") and to list the Company’s shares on Euronext Growth Oslo (the “Listing”).
Höegh Autoliners has today resolved to launch the Offering and, subject to approval of the listing application and a successful completion of the Offering, the first day of trading of the shares on Euronext Growth Oslo is expected to occur on or about 29 November 2021 under the ticker symbol “HAUTO”.
The Offer Shares (as defined below) will be offered at a fixed price of NOK 21.00 per share, corresponding to a pre-money equity value of the Company of NOK 2,766 million.
The Offering will consist of an offering of up to 50 million new shares (the "New Shares") to be issued by the Company, provided, however, that the Company may at its sole discretion increase the number of New Shares with up to 7.5 million new shares, which would entail an Offering size of up to 57.5 million New Shares. In addition to the New Shares, the Managers (as defined below) may elect to over-allot a number of additional new shares equaling up to 15% of the number of New Shares sold in the Offering, provided, however, that the number of additional shares shall not exceed 7.5 million shares, (the "Additional Shares" and, together with the New Shares, the "Offer Shares"). The net proceeds from the Offering will primarily be used to finance the equity part for four Aurora class newbuilds as well as general corporate purposes.
Four cornerstone investors; Leif Höegh & Co Holdings AS (“LHC”), KLP Kapitalforvaltning AS, Intertrade Shipping AS and Global Value Investment Corp (jointly, the “Cornerstone Investors”), have, subject to certain conditions, undertaken to subscribe for shares for a total amount of approximately NOK 425 million in the Offering (of which LHC has committed NOK 250 million). In addition to the underwriting commitments from the Cornerstone Investors, the Company has received significant anchor interest from several international shipping sector specialists as well as other local and international generalist investors.
The Company has granted DNB Markets, a part of DNB Bank ASA, as stabilisation manager (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. Such 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.
The Company, existing shareholders and members of the Company's board of directors and management that own shares in the Company have entered into customary lock-up arrangements with the Joint Global Coordinators (as defined below) 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 six months for the Company and existing shareholders and 12 months for members of the Company's board of directors and management which own shares in the company, after the commencement of trading in the shares on Euronext Growth Oslo.
The Offering will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer 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's board of directors may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirements set forth in Regulation (EU) 2017/1129 on prospectuses for securities and ancillary regulations, as implemented by the Norwegian Securities Trading Act, are available.
The Company intends to apply for a transfer to the main list on the Oslo Stock Exchange within six to twelve months after the completion of the Offering and Listing, and the Company will revert in due course with more information regarding such transfer of listing venue.
Timeline and offer period
The bookbuilding period (the “Bookbuilding Period”) in the Offering will commence on 22 November 2021, at 09:00 CET and close on 24 November 2021 at 16:30 CET. The Company and the Joint Global Coordinators reserve the right, at their own discretion, to extend or shorten the Bookbuilding Period at any time and for any reason without notice. If the Bookbuilding Period is extended or shortened the dates referred to herein might be changed accordingly.
Conditions of the Offering
The Company has applied for a listing on Euronext Growth Oslo. It is expected that the Oslo Stock Exchange will approve the listing application ahead of the anticipated date of the Listing.
The completion of the Offering by settlement of Offer Shares towards investors is conditional upon i) corporate resolutions of the Company required to implement the Offering, including final approval by the Board of the Offering and the resolution by an extraordinary general meeting of the Company which is expected to be held immediately after closing of the Bookbuilding Period ii) the Oslo Stock Exchange having approved the Listing (subject to completion of the Offering) and iii) the share capital increase pertaining to the issuance of the New Shares being validly registered with the Norwegian Register of Business Enterprises and the New Shares having been validly issued and registered in the VPS. The Company may, in its sole discretion, in consultation with the Joint Global Coordinators, cancel the Offering, at any time and for any reason prior to the satisfaction of these conditions without any compensation to the applicants.
ABG Sundal Collier ASA 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”). Clarksons Platou Securities AS and Skandinaviska Enskilda Banken AB (publ) are acting as Joint Bookrunners in connection with the Offering (together with the Joint Global Coordinators, the “Managers”). Advokatfirmaet Thommessen AS is acting as legal counsel to the Company, while Advokatfirmaet Wiersholm AS is acting as legal counsel to the Managers.
For further information, please contact:
Andreas Enger, CEO
+47 901 31 228
Per Øivind Rosmo, CFO
+47 400 39 938
Safia Reddy, Head of Communications
+47 400 39 857
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 Höegh Autoliners ASA 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 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. 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 operates, 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 include, but are not limited to, the possibility that we 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. 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 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.
The Offering may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Offering will proceed and that the Listing will occur.
Certain figures contained in this document, including financial information, may 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 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.