Reference is made to the stock exchange notices published by Sevan Marine ASA (the “Company“) on 8 June, 6 July and 31 August 2018 regarding the transaction with Sembcorp Marine Integrated Yard Pte. Ltd. (“Sembcorp“) whereby a substantial part of the Company’s business is divested (the “Transaction“).
The Company is pleased to announce that the Transaction has been completed. The Company has received the agreed cash consideration of USD 39 million.
As previously communicated, the Company intends to distribute the proceeds from the Transaction and other available funds to its shareholders, to the extent permitted. As set out in the stock exchange notice dated 6 July 2018, the Company has agreed to defer all distributions to its shareholders until the earlier of (i) 1 December 2018 or (ii) the close of the offer period for the shares to be offered by Teekay. It is expected that all distributions of capital and completion of the offering of Teekay’s shares to all other shareholders for NOK 10 per share will, following necessary corporate resolutions of Sevan Marine and the statutory notice period, be completed latest during December 2018.
The Company has entered into an agreement with Sembcorp for the hiring out of the CEO, Reese McNeel. He shall devote half of his time to the Company and half to Sembcorp respectively on a cost coverage basis for an interim period of at least 6 months following completion.
As the Transaction constitutes a change of control event under the existing employee share option program, the Board of Directors of the Company has resolved to terminate the Company’s share incentive program against cash consideration. All 916,620 outstanding options are considered fully vested at a strike price of NOK 10 and a fair value of the shares of NOK 14.50 each. The employees under the share option program will accordingly receive NOK 4.50 per option, corresponding to total consideration of NOK 4,124,790. Accordingly, no shares will be issued under the authorisation to increase the share capital granted to the Board of Directors.
The following primary insiders of the Company hold share options that are considered vested in accordance with the above and that will be compensated with NOK 4.50 per share multiplied with the number of options held by the relevant person:
CEO, Reese McNeel: 145,424 share options. Mr. McNeel holds 22,300 shares in the Company.
Head of Operations and Projects, Alf-Roger Skikstein: 58,403 share options.
Head of Engineering and Technology, Otto Skjåstad: 53,533 share options.
Head of Business Development, Knut Bredahl: 41,576 share options. Mr. Bredahl holds 1,184 shares in the Company.
Head of Accounting and Controlling, Cecilie Wiese-Hansen: 33,779 share options.
Accounting Manager, Line Madsen Reinfjord: 19,437 share options.
Employee representative with the Board of Directors, Line Bliksmark: 20,970 share options.
Employee representative with the Board of Directors, Tord Broms Thorsen: 26,718 share options.
Deputy employee representative with the Board of Directors, Christina Hurtig: 24,481 share options.
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For further information, please contact:
Reese McNeel, CEO, Sevan Marine ASA
+47 415 08 186
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.