Norwegian Car Carriers ASA has signed an agreement with an undisclosed party to acquire a large and fuel efficient 6,430 CEU car carrier built at Mitsubishi Heavy Industries in 2010. The Company has received firm offers for debt financing of the vessel amounting to 70% of the purchase price. The remaining part of the purchase price will be financed with equity. The acquisition of the vessel is conditional upon successful completion of the contemplated Private Placement.
The Company has concluded a seven years time charter for the vessel with a major car carrier operator and logistics company, publicly listed in Asia and rated BBB+ by S&P. The charter contract for the vessel will add about USD 60 million to the Company’s revenue backlog.
The acquisition will have considerable positive effect on the Company’s earnings and cash flow and the vessel is estimated to generate approx. USD 6.3 million EBITDA during the first 12 months of operation.
The Company has retained DNB Markets, RS Platou Markets AS, and SEB Enskilda, as Joint Lead Managers and Joint Bookrunners (collectively referred to as the “Managers”) to advise on and effectuate a private placement of new shares directed towards Norwegian investors and international institutional investors (the “Private Placement”).
Current leading shareholders including Klaveness Ship Investments AS and Wilhelmsen Lines Shipowning AS have pre-committed to subscribe in the Private Placement.
The gross proceeds of the contemplated Private Placement will be minimum NOK 80 million and maximum NOK 100 million through an issue of minimum 43.2 million and maximum 54.1 million new ordinary shares. The order price is NOK 1.85 per share. The net proceeds from the Private Placement will be used to part finance the equity portion of the abovementioned acquisition.
The minimum order in the Private Placement has been set to the NOK equivalent of EUR 100,000.
The application period commences 30 October 2012 at 09:15 CET and will close on 31 October 2012 at 08:30 CET. The Company may, however, at any time resolve to close or extend the application period at its own discretion.
The private placement will be in accordance with the power of attorney given to the Board at the Ordinary General Meeting on 7 June 2012 to increase the Company’s share capital with up to NOK 100 million.
A Listing Prospectus will be prepared in connection with the listing of the new shares on Oslo Stock Exchange. The new shares to be issued will not be tradable until the Listing Prospectus has been approved by the Norwegian FSA. Subscribers in the Private Placement may however, receive settlement by way of already issued and tradable shares made available through an arrangement with certain existing shareholders.
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NOCC, October 30, 2012