News Column

DGAP-News: Nordcap Offshore Inc. plans Initial Public Offering (IPO)

June 3, 2014

DGAP-News: Nordcap Offshore Inc. / Key word(s): IPO Nordcap Offshore Inc. plans Initial Public Offering (IPO) 03.06.2014 / 11:34 --------------------------------------------------------------------- NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR TO U.S. NEWS WIRE SERVICES OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL NOCA - Nordcap Offshore Inc.: Initial Public Offering (IPO) 3 June 2014 The board of Nordcap Offshore Inc. ("Nordcap Offshore" or the "Company", OSE symbol: NOCA) has resolved to apply for a listing of the Company's common shares (the "Shares") on Oslo Axess (the "Listing"). In connection with the Listing, the Company intends to conduct an equity offering of new common shares (the "Offer Shares") to raise gross proceeds of approximately NOK 1,211,091,000, equivalent to approximately US$ 202 million (the "Offering") (prior to any exercise of the over-allotment option as described below). The offer price is NOK 25 per Offer Share (the "Offer Price"). The Company intends to issue up to 48,443,640 Offer Shares in the Offering. Arctic Securities ASA and RS Platou Markets AS (the "Joint Bookrunners") have been granted an option to over-allot a number of Shares up to 15% of the number of Offer Shares allocated in the Offering. Nordcap Offshore intends to use the net proceeds from the Offering in combination with the proceeds from a senior secured amortizing credit facility mainly to finance the acquisition of a fleet of ten Platform Supply Vessels ("PSV's") and for general corporate purposes. The vessels are intended to be operated in Africa, Brazil and the North Sea. The Company's management team has a long-standing background in the shipping industry in general and in the offshore market in particular. The Company sees an increasing demand for PSVs in the mid to large sized segment. Nordcap Offshore's objective is to operate a profitable business with focus on cash flow and shareholder dividends. The Company will have an opportunistic approach to consolidation and will be open to accretive growth opportunities to the benefit of all shareholders. The application period for the Offering is expected to, subject to approval by the Norwegian Financial Supervisory Authority (Nw. Finanstilsynet) and subsequent publication of a combined listing and offering prospectus, commence on 5 June 2014 at 09:00 CET and is expected to close on 17 June 201416:30 CET in the institutional offering and on 17 June 201412:00 CET in the retail offering (subject to shortening or extension). Subject to the successful completion of the Offering, the Shares are expected to be admitted to listing and commence trading on Oslo Axess on or about 24 June 2014. The Offering will comprise of: - an institutional offering subject to a minimum application amount of NOK 1,000,000 for each investor (i) to investors in Norway, (ii) to investors outside Norway and the United States subject to exemptions from local prospectus or other filing requirements, and (iii) in the United States, to "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the United States Securities Act of 1933, as amended; and - a retail offering, in which Offer Shares are being offered to the public in Norway subject to a minimum application amount of NOK 10,000 and a maximum application amount of NOK 999,999 for each investor. Investors in the retail offering will receive a discount of NOK 1,500 on their aggregate subscription amount for the Offer Shares allocated to such investors. Completion of the Offering is conditional upon (i) all required corporate resolutions to complete the Offering having been passed by the Company, (ii) the Company being approved for listing by the Oslo Axess, satisfying the listing conditions being set by the Oslo Stock Exchange for listing on the Oslo Axess, and (iii) the Company and the Joint Bookrunners having received satisfactory subscriptions for Offer Shares in the Offering. Arctic Securities ASA and RS Platou Markets AS are acting as Joint Lead Managers and Joint Bookrunners for the Offering with ABN AMRO Bank N.V. as Co-manager. The terms and conditions of the Offering will be set out in the Prospectus, which is expected to be approved by the Norwegian Financial Supervisory Authority on 4 June 2014. Subject to such approval, the Prospectus will be available as of 5 June at 09:00 CET at the following web-sites: www.nordcap-offshore.com, www.arcticsec.no and www.platou.com. Hard copies of the Prospectus may also be obtained free of charge at the offices of Arctic Securities ASA and RS Platou Markets AS included below: Arctic Securities ASA RS Platou Markets AS Haakon VII's gate 5 Haakon VII's gate 10 P.O. Box 1833 Vika P.O. Box 1474 Vika N-0123 Oslo N- 0116 Oslo Norway Norway Tel: +47 21 01 30 40 Tel: +47 22 01 63 00 www.arcticsec.nowww.platou.com About Nordcap Offshore Inc.: Nordcap Offshore Inc. is an owner and operator of modern Platform Supply Vessels ("PSVs") with a focus on the mid to large sized Platform Supply Vessels (PSVs) segment. The vessels will be operated in the core offshore markets of Africa, Brazil and the North Sea. PSVs are used for transporting supplies and equipment to and from offshore installations, such as drilling rigs, drilling platforms or drilling vessels. The Company will purchase, operate and sell PSVs through the market cycles. Through its management, the Company has a long-standing background in the shipping industry in general, and the offshore market in particular. Nordcap Offshore intends to operate a profitable business with focus on cash flow and shareholder dividends. The Company will have an opportunistic approach to consolidation and will be open to accretive growth opportunities to the benefit of all shareholders. For further information please contact: Nordcap Offshore Inc.Willem Dekker (CEO) Tel.: + 423-399-3060 Email: willem.dekker@nordcap-offshore.com IR/PR: Kirchhoff Consult AG Andreas Friedemann Tel.: +49-40-609186-50 Email: nordcap-offshore@kirchhoff.de Important Information: This announcement is not and does not form a part of any offer for sale of securities. Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and will be offered and sold in the United States only to qualified institutions buyers as defined in Rule 144A of the Securities Act or pursuant to another exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws and to non-U.S. Persons pursuant to Regulation S of the Securities Act. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive"). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. In any EEA Member State other than Norway that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that EEA Member State within the meaning of the Prospectus Directive (i.e. only to investors who can receive an offer of securities without an approved prospectus in such EEA Member State). This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication 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. End of Corporate News --------------------------------------------------------------------- 03.06.2014 Dissemination of a Corporate News, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------- 271866 03.06.2014


For more stories on investments and markets, please see HispanicBusiness' Finance Channel



Source: DGAP Corporate News


Story Tools






HispanicBusiness.com Facebook Linkedin Twitter RSS Feed Email Alerts & Newsletters