Dockwise Ltd. Board of Directors approved of the commissioning of a newbuild vessel to serve the emerging demand for ocean transports with capacity of above 100,000 metric tons, and the notice of the same date for a special general meeting (SGM) to authorize the proposed rights issue to part-finance the investment.
The SGM of the company was held on Nov. 23 in Amsterdam, the Netherlands, and all items were resolved in accordance with the Board of Directors' proposals as set out in the notice of the SGM. The minutes of the SGM are attached hereto.
On basis of the authorization granted by the SGM, Dockwise has resolved to carry out a rights issue of 4,587,506 offer shares at an offer price of EUR 17 per offer share with gross proceeds of EUR 77,987,602 and tradable and transferable subscription rights for shareholders of Dockwise registered as such as of the end of 26 November 2010. Payment for offer shares allocated on the basis of subscription rights registered in the Norwegian Central Securities Depository (VPS) shall be made in NOK, based on the exchange rate to be determined on 13 December 2010. The Company has hedged EUR 75,760,616 against an average EUR/USD exchange rate of 1.37424 into USD 104,113,000. The remaining proceeds will be used to pay for certain EUR denominated deal related expenditures.
Full subscription of the rights issue is committed by four large shareholders in the Company; HAL Investment B.V., Project Holland Deelnemingen B.V., Sankaty Advisors LLC and Skagen Vekst. These shareholders will receive a fee of 2%, to be paid in shares, for the amount of their commitment in excess of the amount that will result from exercising their own subscription rights, and such shares will be issued in addition to the 4,587,506 offer shares mentioned above.
Each common share in Dockwise registered as held as of the end of 26 November 2010 will entitle the holder thereof to receive one subscription right, and a holder of subscription rights will be entitled to subscribe for, and be allocated, 2 offer shares at the offer price for every 9 subscription rights held, subject to applicable securities laws and provided that such holder is able to give certain customary representations and warranties. Provided that the delivery of traded shares is made with ordinary T+3 settlement, shares in Dockwise that are acquired up to and including 23 November 2010 will give the right to receive subscription rights, whereas shares that are acquired from and including 24 November 2010 will not give the right to receive subscription rights.
The subscription period in the rights issue will commence at 09:00 hours (CET) on 29 November 2010 and expires at 14:00 hours (CET) on 13 December 2010. Trading in the subscription rights on the Oslo Stock Exchange and NYSE Euronext Amsterdam is expected to commence at 09:00 hours (CET) on 29 November 2010 and is expected to continue until 17:30 hours (CET) on 8 December 2010. Over-subscription or subscription without subscription rights will not be permitted. Subscription rights not used to subscribe for offer shares before the end of the subscription period, or not sold before 8 December 2010 at 17:30 hours (CET), will lapse without compensation, and will consequently be of no value.
Dockwise expects that the rights issue will be carried out pursuant to the following indicative timetable:
• Last day of trading inclusive of subscription rights: 23 November 2010
• First day of trading exclusive of subscription rights: 24 November 2010
• Record date for allocation of subscription rights: 26 November 2010
• Start of subscription period: 29 November 2010
• Start of trading in subscription rights: 29 November 2010
• End of trading in subscription rights: 8 December 2010
• End of subscription period: 13 December 2010
• Payment date: 17 December 2010
• Delivery and listing of new shares: 17 December 2010
The company will prepare a prospectus in relation to the rights issue, which will, subject to applicable securities laws, be published prior to the start of the subscription period.