Marine Harvest ASA : Marine Harvest launches EUR 350 million convertible bond offering due 2018 Marine Harvest - Convertible Bond 30 April 2013 Marine Harvest ASA ("Marine Harvest" or the "Company") announces today that it intends to issue EUR 350 million in principal amount of convertible bonds (the "Bonds") with a five-year tenor. The senior unsecured Bonds are convertible into common shares of the Company. The Bonds are expected to have an annual coupon in the range of 1.625% - 2.375% payable semi-annually in arrear and a conversion premium of 30% - 35% over the reference price of NOK 6.00, the closing price of the Company's shares on the Oslo Stock Exchange on 30 April 2013. The Bonds will be issued and redeemed at 100% of their principal amount and will, unless previously redeemed, converted or purchased and cancelled, mature in 2018. Marine Harvest has the right to call the Bonds after approximately three years if the value of the Marine Harvest shares underlying one Bond on the Oslo Stock Exchange (translated into EUR) exceeds, for a specified period of time, 130% of the principal amount of a Bond. The Bonds will be issued under the Board's authorization granted by the Annual General Meeting of 4 June 2012. The Bonds are expected to be settled on or around 8 May 2013. The Bonds will not be listed on issue but Marine Harvest may decide to list the Bonds on an exchange at a later stage. The proceeds from the Bonds will be used for general corporate purposes including possible refinancing of certain of Marine Harvest Group's loans, the extension of the Group's debt maturity profile and for financing the potential acquisition of Cermaq ASA that was announced today in a separate press release available on the Company's website. Credit Suisse is acting as sole bookrunner. DNB Markets, Nordea Markets, Rabobank and ABN AMRO have been advising on the financing of the transaction. This announcement does not constitute or form part of an offer to sell or the solicitation of an offer to subscribe for any securities of Marine Harvest. Marine Harvest expects to announce the final terms and conditions related to the convertible bond transaction on 1 May 2013. Geveran Trading announces its intention to purchase Marine Harvest common shares: Geveran Trading Co Ltd ("Geveran Trading"), which currently has an affiliated ownership in Marine Harvest of 918,233,302 common shares, constituting 24.497 percent of the issued share capital, and hold TRS agreements with a net exposure to 70 million common shares in Marine Harvest, , announces today its intention to purchase up to approx. 150 million Marine Harvest common shares to facilitate the delta hedging for buyers of the convertible who may wish to hedge their position. Geveran Trading intends to acquire Marine Harvest common shares from investors through a reverse bookbuilding during the marketing process of the Bonds at the closing price of the Company's shares on the Oslo Stock Exchange on 30 April 2013 (translated into EUR), and following the announcement of the final terms of the Bonds, directly in the market. This announcement does not constitute or form part of an offer to sell or the solicitation of an offer to subscribe for any securities of Marine Harvest. Important Note This press release is not being issued in or to the United States of America, Canada, Australia, Japan or in any other jurisdiction in which such distribution would be prohibited by applicable law. This press release does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in the United States. The Bonds and the shares referred to herein will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No offering of such securities is being made in the United States. This press release is directed only at persons who (i) are outside the United Kingdom or (ii) have professional experience in matters relating to investments who fall within Article 19(5) ("investment professionals") of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (iii) are persons falling, within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Order (all such persons together being referred to as "relevant persons"). This press release is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this press release relates is available only to relevant persons and will be engaged in only with relevant persons. In addition, if and to the extent that this press release is communicated in, or the offered securities to which it relates is made in, any EEA member state that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any member state, the "Prospectus Directive"), this press release and the offering described herein are only addressed to and directed at persons in that member state who are "qualified investors" within the meaning of the Prospectus Directive (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that member state. Credit Suisse is acting for the Company and no one else in connection with the offer of the Bonds and will not be responsible to any other person for providing the protections afforded to their client, or for providing advice in relation to the proposed offer of the Bonds. This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. Stabilisation / FSA For further information, please contact: Ivan Vindheim, CFO, Tel: +47 958 71 310 Henrik Heiberg, Finance Director, Tel: +47 21 56 20 11, Mobile: +47 917 47 724 This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. ------------------------------------------------------------------------------ This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Marine Harvest ASA via Thomson Reuters ONE HUG#1698044
Marine Harvest ASA : Marine Harvest launches EUR 350 million convertible bond offering due 2018
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