BREDA, NORWAY--(Marketwire - Jun 13, 2012) -
· control of approximately 60% in Fairstar,
· governance and financing proposals, and
· offer for all Fairstar bonds
Reference is made to the offer document
dated 14 May 2012 (the "Offer Document") published by Dockwise Ltd.'s
wholly-owned subsidiary Dockwise White Marlin B.V. (the "Offeror")
unconditional mandatory offer (the "Mandatory Offer") for all the issued
outstanding shares of Fairstar Heavy Transport N.V. ("Fairstar").
Extension of Offer Period in the Mandatory Offer
The initial acceptance period of the Mandatory Offer (the "Offer Period")
expired yesterday 12 June 2012 at 17:30 (CET). At this stage the Offeror
received acceptances for 4,419,321 shares under the Mandatory Offer, and it
acquired 195,382 shares outside the Mandatory Offer at the offer price of
9.30. Accordingly, after settlement of the Mandatory Offer, the Offeror
hold 53,353,470 shares, corresponding to approximately 60% of the total
of outstanding shares in Fairstar.
However, at the request of certain shareholders in Fairstar who have been
unable, for technical reasons, to tender their shares in the Mandatory
the Offer Period of the Mandatory Offer is extended by 3 days and will now
expire at 17:30 (CET) on 15 June 2012. The Offeror does not envisage that
extension of the Offer Period will lead to a postponement of the settlement
for the shares tendered in the Mandatory Offer. A Fairstar shareholder
to validly accept the Mandatory Offer, should return a duly completed and
acceptance form to Pareto Securities AS (the "Receiving Agent") by 17:30
on 15 June 2012, at the address below, by means of post, delivery, telefax
Pareto Securities AS
Dronning Mauds gate 3
P.O. Box 1411 Vika
Telefax: +47 22 87 87 10
Copies of the Offer Document, including the acceptance form, are available
of charge at the website of Dockwise (www.dockwise.com), the website of the
Receiving Agent (www.pareto.no) and at the office of the Receiving Agent.
Shareholders may also consider the following information.
Governance proposals Dockwise: appointment 3 independent Supervisory Board
Following the publication of the Mandatory Offer, Dockwise has repeatedly
invited Fairstar to discuss the transaction, the Mandatory Offer and the
consequences thereof for the Fairstar management and employees, the
shareholders and other Fairstar stakeholders. As part of this process, and
taking into account opinions of Fairstar and certain other Fairstar
shareholders, Dockwise has reconsidered its views on the composition of the
Fairstar Supervisory Board as expressed in the Offer Document. Dockwise has
proposed to appoint three independent members to the Fairstar Supervisory
in addition to the current two Supervisory Board members. All three
persons are highly qualified, very well regarded in the industry and in the
market and Dockwise is convinced that their involvement with Fairstar as
Supervisory Board members will be beneficial to all stakeholders of
All three proposed persons are independent from Dockwise and independent
the meaning of the Dutch Corporate Governance Code.
The proposed appointments would be the right step with a view to bringing
Supervisory Board's composition in line with the new situation and with the
minimum required by the Fairstar articles of association after the
of Ms. De Bruin and Mr. R. Granheim.
Dockwise has repeatedly asked Fairstar to consider its proposal, but to
Fairstar has dismissed the proposal and chosen not to discuss it with
or to meet the proposed candidates. Dockwise has urged Fairstar again to do
and will remain available should Fairstar want to discuss the proposal.
Long-term financing proposal to Fairstar
Dockwise believes the balance sheet of Fairstar for the medium to long term
needs to be reinforced with new equity. As of 9 May 2012 Dockwise has
offered Fairstar to start discussions on an equity issue in the range of
50-100 mln. On 7 June 2012 Dockwise made a specific proposal for an equity
of USD 75 million. Such an equity issue would aim to ensure the long term
financing solidity of Fairstar.
Dockwise proposes to structure the equity issue through a rights issue
allows all shareholders to participate and fits in the previously stated
policies of the Fairstar boards. The main terms of the proposed rights
1. USD 75 million new equity to be issued to reinforce the existing
Fairstar balance sheet.
2. Issue of new shares in Fairstar through a (market standard) rights
- all existing shareholders in Fairstar will receive rights equal to their
shareholding in Fairstar immediately prior to the rights issue to
the new equity issue. The rights will be tradable on the stock exchange.
structure provides for the full protection of all existing shareholders'
3. Issue price equal to the lower of NOK 8.83 (94% of the closing
Fairstar as per 6 June 2012) or 94% of the VWAP between 6 June 2012 and the
start of the rights issue.
4. Dockwise commits to participate in the rights issue for its
share as well as to take up shares not taken up or paid for by other
shareholders in Fairstar.
5. Rights issue to be approved by an extraordinary general meeting of
Fairstar to be held at 16 November 2012 or at an earlier date to be agreed
between Dockwise and Fairstar.
6. Other terms and conditions customary for a transaction of this
Dockwise has repeatedly asked Fairstar to discuss the terms and conditions
equity issue, but to date Fairstar has dismissed the proposal and chosen
discuss it with Dockwise. Dockwise has urged Fairstar again to do so and
remain available should Fairstar want to discuss the proposal.
Finally, the Offeror will issue a tender offer on all outstanding Fairstar
under "FRN Fairstar Heavy Transport NV Senior Unsecured Bond Issue
(ISIN NO 001 059133.2), under which the principal amount is NOK 300
Offeror has already bought more than 8% of the bonds (nominally, NOK 24.5
million) at an earlier stage. As indicated before, Dockwise takes the
of the Fairstar bondholders to heart and is offering the bondholders an
also with a view to avoiding additional financing issues for Fairstar as
bondholders might invoke a change of control clause.
About Dockwise Ltd./Dockwise Group
Dockwise Ltd., a Bermuda incorporated company, has a workforce of more than
1,200 people both offshore and onshore. The company is the leading marine
contractor providing total transport services to the offshore, onshore and
yachting industries as well as installation services of extremely heavy
platforms. The Group is headquartered in Breda, the Netherlands. The
main commercial offices are located in the Netherlands, the United States
China with sales offices in Korea, Australia, Brazil, Russia, Singapore,
Malaysia, Mexico and Nigeria. The Dockwise Yacht Transport business unit is
headquartered in Fort Lauderdale and has an office in Genoa, Italy. The
Shipping network is supported by a global network of agents.
To support all of its services to customers, the group also has three
engineering centers in Houston, Breda and Shanghai, manufactures specific
reduction equipment such as LMU (Leg Mating Units) and DMU (Deck Mating
and owns a fleet of 19 purpose built, semi-submersible vessels.
Dockwise shares are listed on the Oslo Stock Exchange under ticker DOCK and
NYSE Euronext Amsterdam under ticker DOCKW.
This information is subject of the disclosure requirements pursuant to
5-12 of the Norwegian Securities Trading Act.
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(i) the releases contained herein are protected by copyright and
other applicable laws; and
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originality of the information contained therein.
Source: Dockwise Ltd via Thomson Reuters ONE