Havila Shipping to Take Ownership of 5 Platform Supply Vessels
Havila Shipping has entered into an agreement with its controlling shareholder Havila AS and Havila AS' wholly-owned subsidiary Havvåg AS for the purpose of transferring Havila AS' indirect ownership interests in the five platform supply vessels MV Havila Fortune, MV Havila Aurora, MV Havila Borg, MV Havila Commander and MV Havila Crusader (the "PSVs") to the Company (the "Transaction").
The transfer of the ownership interest in the PSVs to the Company will be carried out through a transfer of the shares in subsidiaries of Havila AS and interests in Havila PSV DIS as contribution in kind against the issue of shares in the Company.
Havila AS' ownership interests in the PSVs are primarily held by private limited companies, wholly- or partly-owned subsidiaries of Havila AS, which in turn hold ownership interests in the partnerships owning the PSVs, provided, however, that Havila AS holds some interests directly in Havila PSV DIS (the "SPVs").
Following completion of the Agreement, the Company will, indirectly, be the owner of 40% in MV Havila Crusader and MV Havila Commander, 49% in MV Havila Borg and 50% in MV Havila Aurora and MV Havila Fortune. MV Havila Aurora, MV Havila Borg and MV Havila Fortune are currently managed by the Company (commercial and technical management), while MV Havila Commander and MV Havila Crusader are on 8-year bareboat charters to the Company. All PSVs are currently operational and on contracts of variable lengths, with remaining duration between two months and five years, offering a balanced market exposure.
The acquisition of a controlling stake in the two PSVs currently leased, MV Havila Commander and MV Havila Crusader is expected to improve earnings significantly through a reduction of net leasing costs, which is currently approximately NOK 100 million annually, and improving the overall financial structure of the Company through replacing leasing with traditional financing.
The acquisition of three additional PSVs, MV Havila Aurora, MV Havila Borg and MV Havila Fortune, is also considered favourable as the Company already operates all of these PSVs, with solid operating performance. These PSVs have remaining contract durations of approximately two months, one year and five years (plus options), respectively, providing Havila Shipping with growth at a favourable
entry point for expansion in the supply market, and at the same providing balanced contract mix.
The financing of all PSVs will be continued under new ownership.
As part of the transactions, the Company will cancel the Total Return Swap on approximately 1.05 million shares. The reason for this, is that the Company having such financial exposure to its own share price is outside the key business scope of the Company.
The SPVs and the PSVs
The Company's acquisition of ownership interests in the PSVs will be carried out through the transfer of Havila AS' shares and interests in the following companies:
- Havship I AS - MV Havila Fortune
- The Company will acquire 100% of the shares of Havship I AS ("Havship I"), which in turn holds 50% of the outstanding ownership interests in P/R Havship DA, a Norwegian partnership with apportioned liability and business registration number 993 442 003 ("PR Havship I").
- PR Havship I owns the PSV MV Havila Fortune. MV Havila Fortune is a PSV MT6009 MkII (3,205 dwt), which was built in 2008. It is on contract with Maritime Logistic Services AS until August 2011, and has an option for 3 further wells.
- The board of directors of Havship I comprises Per Sævik as chairman and sole board member and Njål Sævik as deputy board member. Per Sævik is also the general manager. There are no employees in Havship I.
- Havila Aurora AS - MV Havila Aurora
- The Company will acquire 100% of the shares of Havila Aurora AS ("Havila Aurora"), which in turn holds 50% of the outstanding ownership interests in P/R Havship II DA, a Norwegian partnership with apportioned liability and business registration number 894 084 782 ("PR Havship II").
- PR Havship II owns the PSV MV Havila Aurora. MV Havila Aurora is a PSV MT6009 MkII (3,205 dwt), which was built in 2009. It is on contract with Total until March 2016, with an additional option for 2 years.
- The board of directors of Havila Aurora consists of Per Sævik (chairman), Njål Sævik, Hege Sævik Rabben and Vegard Sævik. Per Sævik is also the general manager. There are no employees in Havila Aurora.
- Havila Borg AS - MV Havila Borg
- The Company will acquire 100% of the shares of Havila Borg AS ("Havila Borg"), which in turn holds 49% of the outstanding ownership interest in P/R Havship III DA, a Norwegian partnership with apportioned liability and business registration number 994 760 890 ("PR Havship III").
- PR Havship III owns the PSV MV Havila Borg. MV Havila Borg is a PSV Havyard 832 (4,000 dwt), which was built in 2009. It is on contract with Shell until July 2012 with a 1 year option.
- The board of directors of Havila Borg consists of Per Sævik (chairman), Njål Sævik and Kjell Rabben. Njål Sævik is also the general manager. There are no employees in Havila Borg.
- Havila PSV AS and Havila PSV DIS - MV Havila Commander and MV Havila Crusader.
- The Company will acquire 37%, and indirectly (through its wholly owned subsidiary Havila PSV AS ("HPSV AS")) an additional 3%, of the outstanding ownership interest in Havila PSV DIS, a Norwegian silent partnership ("HPSV").
- HPSV controls the PSVs MV Havila Commander and MV Havila Crusader. MV Havila Commander and MV Havila Crusader are both PSV VS485 (4,900 dwt), which were built in 2010. MV Havila Commander is on contract with ConocoPhilips until mid July 2011, then three months with Maersk Oil & Gas and MV Havila Crusader is on contract with Talisman until November 2011 with two six-month options.
- The boards of directors of HPSV AS and HPSV consist of Svein Sandvik (chairman), Njål Sævik and Richard Jansen. There are no employees in any of these companies.
PR Havship I, PR Havship II, PR Havship III and HPSV are jointly referred to as the "Partnerships".
Further, the Company intends to increase its ownership in the PSVs to 100% of MV Havila Fortune, Havila Aurora and Havila Borg and 74% of the ownership interests in Havila PSV DIS (MV Havila Commander and MV Havila Crusader) through an acquisition from the third party owners of Partnerships against cash consideration, provided, however, that Mavi VX shall transfer its shares in the partnerships owning MV Havila Aurora, MV Havila Borg and MV Havila Fortune to Havila Shipping as contribution-in-kind against shares in Havila Shipping. The calculation in these acquisitions shall be calculated on the same basis as the consideration in this Transaction.
[No agreements have been, or will be, entered into in connection with the Agreement for the benefit of the parties' board members or management.]
The consideration and settlement
The consideration in the Transaction comprises the aggregate value of the shares transferred to Havila Shipping, which for each of the SPVs is calculated on the basis of (i) the market value of the PSVs as of December 31, 2010 (based on shipbroker valuations as of March 31, 2011, and for MV Havila Commander and MV Havila Crusader also reflecting the Company's purchase options starting in
2012), (ii) value adjusted equity related to the other assets and liabilities in the relevant Partnerships as of December 31, 2010, and (iii) the net profit excluding depreciations of the relevant Partnership in the period from January 1, 2011 to July 19, 2011. The purchase price will comprise the total value of each Partnership adjusted for the percentage of ownership interests not transferred to Havila Shipping.
Based on the above and an agreed total value for the 5 PSVs in the amount of NOK 1,503 million on a 100% basis, the aggregate value of the shares transferred to Havila Shipping is expected to amount to NOK 149.7 million, which is subject to adjustments for the actual net profit in the period up to July 19, 2011.
The subscription price for each share issued to Havila AS against contribution in kind will be equal to the subscription price in the Company's contemplated private placement announced on June 27, 2011. The indicative price range in the private placement is between NOK 52.50 and NOK 57.50, and the final subscription price will be determined by the Board of Directors after completion of the book-building period, expected to end on July 1, 2011.
The number of shares to be issued to Havila AS as consideration for the contribution-in-kind with an aggregate value of NOK 149.7 million and a subscription price at the mid-point of the price range (i.e. NOK 55), is 2,721,203 shares.
The shares will be issued by the Board of Directors pursuant to its authorization to increase the share capital of the Company granted by the general meeting held on April 28, 2011.
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