Reference is made to the key information announcement made by Magnora ASA (the “Company” or “Magnora“) on 21 September 2018 and other announcements made by Magnora in connection with the secondary offer to be made by Teekay Service Holdings Cooperatief U.A. (“Teekay”) of shares in Magnora ASA (the “Teekay Offering”).
The Teekay Offering will comprise up to 22,893,631 shares in Magnora (the “Offer Shares”) at an offer price of NOK 1.50 per Offer Share (the “Offer Price”). The Offer Price assumes the registration and payment of (i) the share capital reduction of NOK 0.50 per share approved by the annual general meeting on 24 May 2018, and (ii) of NOK 2 per share resolved by the extraordinary general meeting on 6 July 2018 with record date for distribution to the Company’s shareholders on 24 October 2018 (the “Record Date”) and payment of the NOK 6.00 per share extraordinary cash dividend to shareholders of record at the Record Date. Please refer to the Company’s key date announcement dated 21 September 2018 for details of the planned distributions from the Company.
The completion of the Teekay Offering will be subject to the following conditions being satisfied or waived by Teekay; (i) Teekay having received valid and binding applications for all the Offer Shares and (ii) the Logitel claim and the Piranema claims are irrevocably waived by Magnora and Teekay and the appeal of the court decision in relation to the Logitel claim is withdrawn, and further all known and historical claims between Magnora and Teekay shall be considered settled.
The Teekay Offer will be made by a prospectus to be prepared in accordance with section 7-10 of the Norwegian Securities Trading Act cf. section 7-14 of the Norwegian Securities Trading Regulations (“Teekay Prospectus”). The Teekay Prospectus will be submitted for registration with the Norwegian Register of Business Enterprises prior to commencement of the offer period in the Teekay Offering and will be made available for all shareholders on the website of Magnora (www.magnoraasa.com). It is expected that the Teekay Prospectus will be submitted for registration on or about 25 October 2018 and that the publication of the Teekay Prospectus and commencement of the offer period will take place on or about 26 October 2018. The offer period is expected to run from 09:00 hours CET on 26 October 2018 to and including 9 November 2018 at 16:30 hours CET.
DNB Bank ASA, registrars department will act as receiving agent and settlement agent in connection with the Teekay Offering. Further details will be provided upon commencement of the offer period in on or about 26 October 2018.
The table below sets out the key date information for the Teekay Offering.
|Date on which the terms and conditions of the Teekay Offering were announced:||19.10.2018|
|Last day including right:||22.10.2018|
|Date of approval:||N/A|
|Maximum number of offer shares:||22,893,631*|
|Will the rights be listed – yes/no:||No|
|ISIN for Allocation Rights||NO0010834948|
|Other information (optional):||Offer is subject to conditions. Each shareholder of the Record Date, excluding Teekay, will be granted 0.77048253 Allocation Rights for each share held on the Record Date (to be rounded down). Each Allocation Right will entitle the holder to apply for and to be allocated one (1) Offer Share. The Allocation Rights will not be issued and the Offer Shares will not be sold in certain jurisdictions or to residents of certain jurisdictions. Further details will be provided in the Teekay Prospectus.|
* Completion of the Teekay Offering will be conditional upon all Offer Shares being sold. Teekay will reserve the right, in its sole discretion, to complete the Teekay Offering at a lower acceptance level.
** Offer Price assumes distributions by Magnora to the shareholders of record at the Record Date in the total amount of NOK 8.50 per share as further described above.
* * *
For further information, please contact:
Reese McNeel, CEO, Magnora ASA
+47 415 08 186
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.