Listing on Euronext Growth
Contemplated private placement and listing on Euronext Growth
Havila Kystruten AS: Contemplated private placement and listing on Euronext GrowthFosnavåg, 6 July 2021;
Havila Kystruten AS (“Havila Kystruten”, “Havila Voyages” or the “Company”) has engaged Fearnley Securities AS and SpareBank 1 Markets AS (together the “Managers”) to advise on and effect a contemplated private placement in the Company (the “Private Placement”).
The Private Placement will consist of a primary offering of 17,650,000 to 19,650,000 new shares (the “Offer Shares”) to be issued by the Company to raise gross proceeds of approximately NOK 450 to 500 million (the " Offering").
The price per share in the Private Placement has been set to NOK 25.50, equivalent to a pre-money equity value of the Company of NOK 765 million based on the 30,000,000 shares currently outstanding in the Company.
The net proceeds from the Private Placement will be used to make preparations for the Company’s commencement of operations (directly and through subsidiaries) as operator of four ships on the Norwegian Coastal Route, to finance working capital related to the delivery and operation of its four vessels under construction, and for general corporate purposes.
Five cornerstone investors have, subject to certain terms and conditions, undertaken to subscribe for, and be allocated in full, shares for NOK 232.50 million as follows: (i) Paladin Asset Management has undertaken to subscribe for and be allocated shares for NOK 82.5 million; (ii) Nordea Investment Management has undertaken to subscribe for and be allocated shares for NOK 50 million; (iii) Farvatn Capital has undertaken to subscribe for and be allocated shares for NOK 50 million; (iv) Verdipapirfondet Fondsfinans Norge has undertaken to subscribe for and be allocated shares for NOK 25 million, and (v) MP Pensjon PK has undertaken to subscribe for and be allocated shares for NOK 25 million.
The bookbuilding period in the Private Placement will commence today, 6 July 2021 at 09:00 CET and close on 13 July 2021 at 16:30 CET. The Managers and the Company may, however, at any time resolve to shorten or extend the bookbuilding period. If the bookbuilding period is shortened or extended, any other dates referred to herein may be amended accordingly.
Havila Kystruten has applied for, and will, subject to successful completion of the Private Placement and the necessary approvals from the Oslo Stock Exchange, list the shares of the Company on Euronext Growth (the “Listing”). The first day of trading on Euronext Growth is expected to be shortly after completion of the Private Placement, and is currently anticipated to be on or about 28 July 2021. The Company will immediately following the Listing start preparations for an uplisting on Euronext Expand or Oslo Børs, with an ambition to complete the uplisting within 6-12 months, subject to prevailing market conditions and satisfaction of applicable listing requirements.
The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate shares corresponding to an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and other applicable regulations are available.
Completion of the Private Placement is subject to the following conditions (the “Conditions”): (i) the corporate resolutions of the Company required to implement the issue of the Offer Shares, including the Board’s resolution to proceed with the Private Placement (ii) payment and registration of the share capital increase pertaining to the Private Placement in the Norwegian Register of Business Enterprises and registration of the Offer Shares in the VPS, (iii) the admission to trading of the Company’s shares on Euronext Growth Oslo, and (iv) the approval by the Company’s lenders of certain amendments required for listing or trading of the Company’s shares.
The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
Havila Kystruten in brief
Havila Kystruten was in 2018 granted four out of a total eleven governmental contracts to sail and serve the traditional Norwegian Coastal Route between Bergen and Kirkenes. The contracts are fixed for a period of 10 years, and will run up to year 2030, with the Norwegian Ministry of Transport as counterpart.
The Coastal Route is a critical and important part of Norway’s coastal infrastructure with history dating back to 1893. In addition to offer reliable and environmentally friendly transport services, serving commuters and performing utility transport services, Havila Kystruten will offer a unique travel and tourism experience year-round. The cruise offering is highly popular, and Havila Kystruten will sail through narrow fjords and on the high seas, past steep mountains and weathered islets, under the Northern Lights and midnight sun; in short, it’s the world's most beautiful coastal voyage.
To serve the governmental contracts, and in order to be able to offer tourists an exceptional cruise experience, Havila Kystruten has ordered four new vessels. The fleet will be the world’s most environmentally friendly cruise vessels, equipped with LNG and battery electric propulsion systems that are ‘hydrogen ready’, significantly reducing pollution and emissions.
The vessels are built at Tersan Shipyard in Turkey. The first vessel, Havila Capella, is scheduled for delivery by end-July and is intended to commence its maiden, commercial voyage in August/September 2021. The second vessel, Havila Castor, is expected to be completed by end-August and delivered in September 2021. The two remaining vessels, Havila Polaris and Havila Pollux are scheduled for delivery in Q2 2022, with Havila Kystruten expected to be in full commercial operation by the summer season 2022.
Investment highlights Havila Kystruten
- Havila Kystruten offers a unique and integrated product that mixes a classical cruise experience with local tourist excursions that fits all current travel trends
- Ideal market timing due to an expected strong rebound in tourism and leisure travel as COVID-19 restrictions ease. 2022E Norwegian tourism industry turnover estimated to be ~9% above pre-COVID 2019A level
- Havila Kystruten will operate the world’s most environmentally friendly cruise vessels and will contribute to significantly reducing pollution and emissions along the Norwegian Coastal Route
- Government backed transport and infrastructure contracts, coupled with an excellent sales and distribution apparatus, provides an attractive revenue model
- Solid outlook for profitability due to government contracts securing minimum revenue of NOK 285m p.a., highly attractive newbuild financing, and eligibility for additional financial support of NOK ~327m due to the vessels environmental profile
Fearnley Securities AS and SpareBank 1 Markets AS are engaged as financial advisors to the Company and act as Joint Global Coordinators and Bookrunners in the Private Placement and Listing. Wikborg Rein Advokatfirma AS is acting as legal advisor to Havila Kystruten.
About Havila Voyages
- Havila Voyages is a family-owned Norwegian shipping company based in Fosnavåg, Sunnmøre.
- Havila Voyages has an agreement with the Norwegian Ministry of Transport to operate four of the eleven ships that sail the classic coastal voyage between Bergen and Kirkenes from 2021 to 2030.
- Havila Voyages is building the most environmentally friendly ships that will sail the Bergen–Kirkenes route. Among other things, the ships have the world's largest battery packs, which enable them to run for four hours without creating noise or emissions.