(Oslo, Norway, 26 October 2018)
Reference is made to the stock exchange announcement by Teekay Service Holdings Cooperatief U.A. (“Teekay”) dated 19 October 2018 regarding the publication of key information for the secondary offering by Teekay of all of its’ shares in Magnora ASA (“Magnora” or the “Company”, ticker “MGN”) (the “Teekay Offering”).
The board of directors of Teekay has passed resolutions approving the prospectus and the launch of the secondary offering of up to 22,893,631 existing shares (the “Sale Shares”) held by Teekay in Magnora, at an offer price of NOK 1.50 per Sale Share (the “Offer Price”). The Teekay Offering is directed towards the Company’s shareholders as of 22 October 2018 as reflected in the VPS on 24 October 2018 (the “Record Date”), excluding Teekay, and who are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action (the “Eligible Shareholder”). For each share recorded as held in the Company as of expiry of the Record Date, each Eligible Shareholder will be granted 0.77048253 non-transferable allocation rights (the “Allocation Rights”), subject to rounding, that subject to applicable law, provide preferential rights to apply for and be to be allocated Sale Shares at the Offer Price. One (1) Allocation Right will give the right to apply for and be allocated one (1) Sale Share. Over-subscription (i.e. application for more Sale Shares than number of Allocation Rights held) is permitted.
The prospectus dated 25 October 2018 prepared by Teekay in connection with the Teekay Offering (the “Prospectus”) is prepared in accordance with the Norwegian Securities Trading Act sections 7-2 ref 7-13 and has been submitted for registration with the Norwegian Register of Business Enterprises. It is not a prospectus prepared and controlled in accordance with Directive 2003/71/EC and has accordingly not been reviewed or approved by the Norwegian Financial Supervisory Authority (the “NFSA”).
The offer period for the Teekay Offering will commence today, 26 October 2018 at 09:00 hours (CET) and will expire on 9 November 2018 at 16:30 hours (CET) (the “Offer Period”) (subject to extension).
The Prospectus will, subject to regulatory restrictions in certain jurisdictions, be available on the following website: www.magnoraasa.com.
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 Sale 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 unknown historical claims between Magnora and Teekay shall be considered settled.
Allocation Rights that are not used to apply for the Sale Shares before the end of the Offer Period will lapse without compensation and consequently be of no value to the holder. Holders of Allocation Rights should note that applications for Sale Shares must be made in accordance with the procedures set out in the Prospectus and that holding Allocation Rights in itself does not represent an allocation of Sale Shares.
If an Eligible Shareholder holds shares in the Company registered through a financial intermediary on the Record Date, the financial intermediary will customarily give the Eligible Shareholder details of the aggregate number of Allocation Rights to which it is entitled. The relevant financial intermediary will customarily supply each Eligible Shareholder with this information in accordance with its usual customer relations procedures. Eligible Shareholders holding their shares in the Company through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Teekay Offering.
The Allocation Rights and the Sale Shares are being offered only in those jurisdictions in which, and only to those persons to whom, offers and sales of the Sale Shares (pursuant to the exercise of the Allocation Rights or otherwise) may lawfully be made.
As the Teekay Offering relates to existing shares in the Company, there will be no dilution due to the Teekay Offering.
Subject to timely payment of the allocation amount in the Teekay Offering, it is expected that the Sale Shares will be delivered to the VPS accounts of the applicants to whom they are allocated on or about 19 November 2018.
DNB Bank ASA, Registrars Department is acting as receiving agent and settlement agent in connection with the Teekay Offering. Arntzen de Besche Advokatfirma AS is acting as legal advisor to Teekay in connection with the Teekay Offering.
For further information, please refer to the Prospectus.
Tel: +1 (604) 609-2963
This announcement is not and does not form a part of any offer for sale of any securities, and is for release, publication or distribution, directly or indirectly, in the United States, or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register of its securities in the United States. The distribution of this announcement into jurisdictions other than Norway may be restricted by law. Persons into whose possession this announcement 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. This announcement has not been approved by any regulatory authority.