Marine Harvest ASA today announces that it has successfully priced a five year, EUR 225 million offering of convertible bonds (the "Bonds").
The proceeds from the Bonds will be used for general corporate purposes including the refinancing of certain of Marine Harvest Group's loans and the extension of the Group's debt maturity profile.
The senior unsecured Bonds will have an annual coupon of 4.5% payable semi-annually in arrear and a conversion price of EUR 0.8335 per Bond representing a conversion premium of 30% of the volume weighted average price of the Company's shares on the Oslo Stock Exchange (converted into EUR) up to the pricing of the Bonds on 24 February 2010 (the "Reference Price").
The Reference Price of the Company's shares was set at EUR 0.6411 (based on a volume weighted average price of NOK 5.1534 between launch and pricing).
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 2015.
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.
ABG Sundal Collier, Credit Suisse and J.P. Morgan are acting as joint bookrunners, and DnB NOR Markets, Fortis Bank Nederland, Nordea Markets and Rabo Securities are acting as co-managers.
The Bonds are expected to be settled on or around 3 March 2010.
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 ASA.
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.
ABG Sundal Collier, Credit Suisse and J.P. Morgan are 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.
Stabilisation/FSA
For further information, please contact:
Jørgen Andersen, CFO, Tel: +47 21 56 20 09, Mobile: +47 951 43 854
Henrik Heiberg, Finance Director, Tel: +47 21 56 20 11, Mobile: +47 917 47 724
This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)