Marine Harvest ASA : Marine Harvest announces the pricing of its EUR 350
million convertible bond offering due 2018
Marine Harvest - Convertible Bond
1 May 2013
Marine Harvest ASA ("Marine Harvest" or the "Company") announces today that it
has priced a five year, EUR 350 million offering of convertible bonds (the
The senior unsecured Bonds are convertible into common shares of the Company.
The Bonds have an annual coupon of 2.375% payable semi-annually in arrear and
a conversion premium of 30% over the Reference Price.
The Reference Price was set at NOK 6.00 (the closing price of the Company's
shares on the Oslo Stock Exchange on 30 April 2013). The Conversion Price was
set at EUR 1.0265 per share based on a premium of 30% and a Fixed Exchange
Rate of NOK 7.5988 per EUR 1.00.
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 on 30 April 2013 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 are acting as co-managers.
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.
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
This announcement is distributed by Thomson Reuters on behalf of Thomson
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
information contained therein.
Source: Marine Harvest ASA via Thomson Reuters ONE
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