Selskapsmeldinger

Q1 report 2020

Company news

2020-05-29 09:00:33

Please find attached investor presentation for Q1 2020.

https://www.avidafinance.com Avida investor presentation - 2020Q1.pdf

LAUNCH OF NEW CONDITIONAL OFFER BY KKR TO ACQUIRE SHARES IN AVIDA

Company news

2020-05-28 18:29:03

THE OFFER IS NOT BEING MADE IN OR INTO, AND IS NOT CAPABLE OF ACCEPTANCE IN OR FROM, THE UNITED STATES, AND IS NOT BEING MADE IN OR INTO, AND IS NOT CAPABLE OF ACCEPTANCE IN OR FROM, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN ("OTHER RESTRICTED JURISDICTIONS"), AND THIS ANNOUNCEMENT AND ALL OTHER DOCUMENTS RELATING TO THE OFFER DO NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES OR ANY OTHER RESTRICTED JURISDICTION. NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, OTHER RESTRICTED JURISDICTIONS OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

28 May 2020: Reference is made to the announcement by Avida Holding AB (publ) ("Avida") on 27 May 2020 (the "Announcement") regarding the restated subscription agreement (the "New Subscription Agreement") entered into by Avida and Eckern Finans Holding AB (formerly known as Aktiebolaget Grundstenen 165954), an investment vehicle controlled by certain funds, clients and accounts ("KKR Funds") managed or advised by KKR Credit Advisors (US) LLC ("KKR Bidco") and FSK Eckern Finans Holding AB (formerly known as Aktiebolaget Grundstenen 165953), an investment vehicle controlled by certain funds, clients and accounts ("FSK Funds") managed or advised by FS/KKR Advisor, LLC ("FSK Bidco", and together with KKR Bidco, "KKR"), and the contemplated private placement of new shares in Avida raising gross proceeds of approximately NOK 236 million with a subscription price of NOK 26.00 per share, directed at KKR (the "New Private Placement").

All terms not defined herein shall have the meaning ascribed to such terms in the Announcement.

As set out in the Announcement, the previous offer by KKR to acquire shares in Avida announced on 26 February 2020 has been terminated, and KKR will launch a new conditional offer to acquire shares in Avida. IC Financial AS, Andenes Investments S.L. and Midelfart Capital AS, together holding approximately 51% of the outstanding shares in Avida, support the deal and will vote in favor of the New Private Placement and any other resolution required to perfect the New Private Placement at the extraordinary general meeting of Avida to be held on 12 June 2020 (i.e. on the same date as the annual general meeting of Avida) (the "EGM").

Following the above, KKR hereby launches a new conditional offer to acquire shares in Avida (the "New Offer") for a new offer price of NOK 26.00 per share, payable in cash (the "New Offer Price"). The New Offer will be directed to all shareholders in Avida except for (i) shareholders who are resident in the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan or in any other jurisdiction in which it is unlawful for any person to receive or accept the New Offer or where the New Offer would require any filing, registration or similar action, as well as (ii) Andenes Investments S.L. and Midelfart Capital AS who both have agreed that they will not accept the New Offer (the "Eligible Shareholders"). DNB Markets, a part of DNB Bank ASA, is acting as financial advisor and receiving agent in connection with the New Offer (the "Receiving Agent").

IC Financial AS has provided an irrevocable pre-acceptance of the New Offer for the sale of its 13,376,563 shares, equivalent to approximately 21.76% of the outstanding share capital in Avida.

The Avida shares are quoted on the Norwegian OTC market, a non-regulated information system for unlisted shares owned and operated by Oslo Børs ASA. As such, the New Offer is not regulated by the Norwegian Securities Trading Act and the New Offer has not been approved by Oslo Børs or any other regulatory body.

The New Offer Price is equal to the Subscription Price in the New Private Placement. The New Offer values the total share capital of Avida (prior to completion of the New Private Placement) at approximately NOK 1.598 billion on a fully diluted basis. No interest compensation will be paid to the Avida shareholders under the New Offer, including for the period from the expiry of the Acceptance Period (as defined below) until the settlement date. KKR does not own any shares or other financial instruments in Avida as of the date of this New Offer.

The completion of the New Offer is subject to satisfaction, or waiver by each of KKR Bidco and FSK Bidco acting in their sole discretion, on or before 26 November 2020 at 16:30 CET (the "Longstop Date"), of the same conditions as for the New Private Placement as set out in the New Subscription Agreement (the "Conditions"), including that:

i) the Swedish Financial Supervisory Authority (the "SFSA"), has determined that, to the extent applicable (a) any companies in the holding structure from KKR Bidco and FSK Bidco up to, and including, the KKR Funds and the FSK Funds, respectively, are suitable as shareholders in Avida (and indirectly in Avida Finans AB (publ)); and (b) any persons in managerial positions in the holding structure from KKR Bidco and FSK Bidco up to, and including, the KKR Funds and the FSK Funds, respectively, and directors nominated by KKR to the board of directors of Avida are suitable for such managerial positions, both on terms in accordance with the Conditions specified in the New Subscription Agreement;
ii) all corporate resolutions and actions by the Avida board and the EGM that are required under applicable law, organizational documents or otherwise to give effect to the transactions contemplated pursuant to the New Subscription Agreement have been passed and taken, respectively (including, without limitation, such other corporate resolutions and actions by the Avida board and the EGM to effect the transactions contemplated thereunder, including the New Private Placement);
iii) Avida has notified the SFSA in the event of any additional issuance of shares carried out prior to or upon completion of the New Private Placement at a price per share not lower than the Subscription Price in the New Private Placement (corresponding to an aggregate subscription amount of up to NOK 55 million), in accordance with Chapter 3, Section 5 of the SFSA's regulations regarding prudential requirements and capital buffers (FFFS 2014:12);
iv) KKR, Andenes Investments S.L. and Midelfart Capital AS have entered into a shareholders' agreement pertaining to their shareholdings in Avida; and that
v) the New Subscription Agreement has not been terminated.

The New Offer is effective immediately and will be open for acceptance until 11 June 2020 at 16:30 CET, provided that the acceptance period may be extended, at any time and one or several times, at the sole discretion of each of KKR Bidco and FSK Bidco (the "Acceptance Period"). Acceptances of the New Offer are irrevocable, and may not be withdrawn, in whole or in part. As the previous offer announced on 26 February 2020 is terminated, all shareholders who wish to accept the New Offer must complete and return the acceptance form attached to the offer letter sent to Eligible Shareholders as of the date of this announcement (the "New Offer Letter").

Upon satisfaction or waiver of the Conditions, settlement of the New Offer will take place within 15 business days. If KKR has not publicly announced that the Conditions are met or waived by the Longstop Date, the New Offer will lapse and any tendered Avida shares will be released without further compensation to the shareholder.

All shares tendered in the New Offer are to be transferred free of any encumbrances and any other third party rights whatsoever and with all shareholder rights attached to them. By accepting the New Offer, Eligible Shareholders irrevocably authorise the Receiving Agent to (i) debit such accepting shareholder's VPS account, and to transfer the shares to KKR against payment of the New Offer Price upon completion of the New Offer, and (ii) block the shares to which the acceptance relates. KKR Bidco and FSK Bidco will decide on the allocation between them of the shares sold in the New Offer prior to settlement of the New Offer.

Each Eligible Shareholder accepting the New Offer is responsible for any tax liability arising as a result of the settlement and any related advisory costs.

The Eligible Shareholders will together with the New Offer Letter, receive an acceptance form for any sale of shares under the New Offer. Sellers of Avida shares are asked to correctly complete, sign and return the acceptance form by e mail, mail or hand to the Receiving Agent before the expiry of the Acceptance Period. Kindly note that it is not sufficient to send the acceptance form by regular mail on the last day of the Acceptance Period. Acceptance forms shall be returned to:

DNB Markets, a part of DNB Bank ASA
Dronning Eufemias gate 30, P.O. Box 1600 Sentrum
0021 Oslo, Norway
E-mail: Retail@dnb.no

The acceptance form is available at www.dnb.no/emisjoner/

Confirmation of receipt of acceptance forms or other documents will not be issued by or on behalf of KKR.

The New Offer is subject to Norwegian law. Any dispute arising out of or in connection with this New Offer shall be subject to the exclusive jurisdiction of the Norwegian courts with Oslo District Court as legal venue.


* * *

THE OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY THE USE OF E MAIL, MAIL OR ANY OTHER MEANS OR INSTRUMENTALITY (INCLUDING, BUT NOT LIMITED TO, FACSIMILE OR OTHER ELECTRONIC TRANSMISSION OR TELEPHONE) OF INTERSTATE COMMERCE, OR OF ANY FACILITY OF A NATIONAL, STATE OR OTHER SECURITIES EXCHANGE, OF THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) AND NO PERSON MAY ACCEPT THE OFFER BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITIES. IN ADDITION, THE OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO ANY OF THE OTHER RESTRICTED JURISDICTIONS, AND NO PERSON MAY ACCEPT THE OFFER FROM ANY SUCH OTHER RESTRICTED JURISDICTION. ACCORDINGLY, COPIES OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS RELATING TO THE OFFER MUST NOT, DIRECTLY OR INDIRECTLY, BE MAILED OR OTHERWISE FORWARDED, DISTRIBUTED OR SENT IN OR INTO OR FROM THE UNITED STATES OR ANY OTHER RESTRICTED JURISDICTION, AND PERSONS RECEIVING COPIES OF THIS ANNOUNCEMENT OR SUCH OTHER DOCUMENTS OR OTHERWISE LEARNING OF THE OFFER (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT MAIL OR OTHERWISE FORWARD, DISTRIBUTE OR SEND COPIES OF THIS ANNOUNCEMENT OR SUCH OTHER DOCUMENTS IN OR INTO OR FROM THE UNITED STATES. FORMS OF ACCEPTANCE MAILED FROM THE UNITED STATES OR ANY OTHER RESTRICTED JURISDICTION WILL NOT BE ACCEPTED, AND ACCEPTANCES INDICATING AN ADDRESS OR BANK ACCOUNT IN THE UNITED STATES OR ANY OTHER RESTRICTED JURISDICTION WILL SIMILARLY NOT BE ACCEPTED.

https://www.avidafinance.com  

NorAm Drilling Company AS Announces its 2020 Annual General Meeting

Company news

2020-05-28 16:38:40

http://noramdrilling.com Notice of Annual General Meeting 2020 NorAm Drilling Company.pdf

MyBank ASA: Notice of Extraordinary General Meeting and contemplated private placement of NOK 30 – 60 million and share capital amendments

Company news

2020-05-28 14:53:19

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES, OR IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.

The board of directors of MyBank ASA (“MyBank” or the "Company") hereby convenes an extraordinary general meeting which will be held on 12 June 2020 at 13.00 (CET) at MyBank’s premises in Grenseveien 97, 0663 Oslo.

MyBank expects that its capital adequacy requirement at the conclusion of the Norwegian Financial Supervisory Authority will be significantly higher than current requirements. As per now, the Company expects that the minimum total capital requirement will be 23.1% (including management buffer) whereas the Company's total capital as at 31 March 2020 was 21.5%.

The board has considered various solutions to ensure the Company's compliance with regulatory requirements. Following careful considerations and discussions with the Company's larger shareholders, the board of directors proposes to carry out a share issue with gross proceeds of NOK 30 – 60 million through issuance of new ordinary shares (the “Offer Shares”) in the Company (the “Private Placement”).

MyBank has been informed by two shareholders (or groups) that they have recently been approved by the NFSA to hold ownership positions of up to 20 per cent, enabling these shareholders to participate in the Private Placement with considerable amounts.

The Private Placement is directed only towards investors who may lawfully participate in the Private Placement provided a minimum application and allocation of shares with a value of no less than the NOK equivalent to EUR 100,000, unless relevant exceptions from applicable prospectus obligations are available.

The subscription price per Offer Share in the Private Placement (the “Subscription Price”) has been determined in dialogue with the Company's larger shareholders and will be NOK 0.03 per share. In order to facilitate the subscription price, the Company's board of directors has proposed a reduction of share capital which may be carried out without creditors' notice period. Furthermore, the board of directors has proposed a reverse share split in a ratio of 360:1 to increase the value of each individual share in the Company to be completed simultaneously with or shortly after the Private Placement.

The application period in the Private Placement starts today, 28 May 2020 and ends on 10 June 2020 at 12:00 CET, however so that the application period may be terminated earlier at the Company’s sole discretion.

Following completion of the Private Placement, the Company’s board of directors will consider to carry out a share issue towards existing shareholders as at the date of the extraordinary general meeting who did not subscribe for shares in the Private Placement or were contacted regarding a subscription in the prior application process. Any such subsequent offering will be made at a subscription price of NOK 0.03 and have gross proceeds of a maximum of the NOK equivalent of EUR 1 million.

Bryan, Garnier & Co AS is acting as Sole Bookrunner in connection with the Private Placement. Advokatfirmaet Selmer AS is acting as legal advisor to the Company.

This announcement replaces the former pre-sounding of an underwriting consortium of up to NOK 50 million as announced 19 February 2020.

For further information, please contact:
Jakob Bronebakk, CEO: +47 906 39 637 | jakob.bronebakk@mybank.no
Bryan, Garnier & Co AS: +47 22 01 64 00 | no.ecm@bryangarnier.com

IMPORTANT INFORMATION

This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.

This communication may not be published, distributed or transmitted in or into the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China, South Africa or Japan and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to U.S. persons (as defined in the U.S. Securities Act of 1933, as amended (the "Securities Act")) or to publications with a general circulation in the United States of America. This document is not an offer for sale of securities in the United States. The securities referred to herein have not been and will not be registered under the Securities Act, or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under Securities Act. MyBank ASA does not intend to register any part of the offering in the United States. There will be no public offering of the securities in the United States of America.

The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Any offer of securities to the public that may be deemed to be made pursuant to this communication in any member state of the European Economic Area (each an "EEA Member State") that has implemented the EU Prospectus Regulation (Regulation (EU) 2017/1129 with amendments thereto), including any applicable implementing measures in any Member State, the "Prospectus Regulation") is only addressed to qualified investors in that Member State within the meaning of the Prospectus Regulation. This announcement is not a prospectus within the meaning of the Prospectus Regulation, as implemented in each member State of the European Economic Area. With respect to the EEA Member States, no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any Member State. As a result, the securities of the Company may not and will not be offered in any Member State except in accordance with the exemptions set forth in Article 1 of the Prospectus Regulation.

  MyBank - Company Update.pdf
1930 MyBank EGF Innkalling_web.pdf

Golar LNG Limited: Interim results for the period ended 31 March 2020

Company news

2020-05-28 13:30:01

Operations and cash-flow generation remain Covid-19 resilient

Iain Ross, CEO, Golar LNG, said:

"Golar is pleased to report Q1 operating revenues of $122.6 million and adjusted EBITDA1 of $76.2 million, that were driven by a solid performance in FLNG, with 100% commercial uptime on Hilli Episeyo, and strong seasonal results in Shipping, which delivered a Q1 TCE1 of $62k/day, a 57% increase on the $39,300 achieved in Q1 2019. 

In Golar Power, the 1.5GW Sergipe power plant in Brazil reached its COD acceptance milestone which triggered commencement of earnings under the 25-year PPA contract and associated FSRU Golar Nanook charter. The first three small-scale customers have also now been formally signed up and LNG distribution operations are expected to start in 2021. This short time to cash flow and the very strong project return confirms the attractiveness of our small-scale business. To date, a further 200 potential customers have signed letters of intent to pursue various small-scale opportunities with Golar Power, demonstrating the robust consumer appetite to reduce both energy costs and environmental footprints.

Safety remains our highest priority and several initiatives have been implemented in response to the Covid-19 pandemic to keep our seafarers, staff and our wider communities safe whilst ensuring that all our assets remain operational and that we are meeting our customer commitments.

In response to the combination of Covid-19 demand reduction and lower LNG/Brent pricing we have already implemented a number of liquidity assurance and cost reduction measures to ensure the business can withstand any prolonged economic downturn.

Golar has always upheld high Environmental, Social and Governance standards.  Details of these have now been made publicly available in the Companys first ESG report that can be accessed at: "https://golarlng.com/sustainability"

Financial Summary

(in thousands of $)Q1 2020Q1 2019Q4 2019YTD 2020YTD 2019
      
Total operating revenues122,559114,287139,048122,559114,287
Net (loss)/income attributable to Golar LNG Limited(104,247)(41,741)24,768(104,247)(41,741)
Adjusted EBITDA176,20862,89793,38876,20862,897
Operating income21,15828,86468,89621,15828,864
Dividend per share0.1500.150
Adjusted net debt12,560,8382,197,3822,474,9472,560,8382,197,382

Q1 2020 Highlights

Golar Power:

  • The 1.5GW Sergipe Power Plant reached COD - approximately BRL 6.9 billion, or US$1.3 billion, of pre-inflation adjusted revenue less operating costs1 attributable to Golar LNG over the next 25 years.
  • FSRU Golar Nanook was accepted - approximately US$549 million of pre-inflation adjusted revenue less operating costs1 attributable to Golar LNG over the next 25 years.
  • Entered into a partnership with Petrobras Distribuidora S.A. to facilitate a nationwide rollout of small-scale LNG supply to Brazil's transportation and industrial sectors.
  • Signed a Protocol of Intentions with the State Government of Pernambuco to develop an LNG import terminal in the Port of Suape, Brazil.

FLNG:

  • FLNG Hilli Episeyo: Vessel currently exporting 39th cargo, with 100% commercial uptime maintained.
  • FLNG Gimi received force majeure claim from BP Mauritania Investments Ltd (BP) in relation to a delay in the order of 12-months to the target connection date.
  • Progressed the development of our next generation FLNG vessel and continued discussions on four further FLNG projects.

Shipping:

  • Q1 2020 Average Daily Time Charter Equivalent (TCE)1 earnings of $61,900 for the fleet, substantially higher than the $39,300 achieved in Q1 2019.
  • In the absence of vessel dry-dockings, utilization increased from 90% in Q4 2019 to 94% in Q1 2020.
  • Revenue backlog1 from shipping as at March 31, 2020, stands at $126 million.

Financial:

  • Purchased remaining 1.5 million shares underlying the Total Return Swap ("TRS"), reducing the number of outstanding common shares to 97.8 million, and also reducing liquidity volatility.
  • Golar Viking debt re-financed with new FSRU conversion facility also executed upon vessel arrival at conversion yard.
  • Golar Celsius refinanced, releasing $58 million of liquidity to Golar Power.
  • Received term sheets for the potential refinancing of the LNGC's Golar Bear and Golar Frost, providing additional liquidity.
  • With a strong financial background,  including 21 years in leading positions at JP Morgan Investment Bank, Callum Mitchell-Thomson appointed as new CFO.

Outlook

Golar Power:  
We expect Sergipe to take advantage of merchant power opportunities where the marginal cost of power exceeds the LNG purchase price (currently below $2 per mmbtu delivered ex-ship in Brazil).  We also expect Golar Power to continue to progressively convert the small-scale letters of intent they have into binding sales agreements over the course of this year and continue to sign new ones.

The Barcarena terminal is expected to reach a Final Investment Decision ("FID") later this year or early next year, with the associated 605MW power station currently anticipating FID in mid-2021. Over the next four months we expect to make further progress on reaching agreement with key industrial customers for the supply of gas from the Barcarena based FSRU that is expected to commence operations in 2022.

We also expect to finalize arrangements for locating a Floating Storage Unit ("FSU") at Suape over the course of the year. 

Golar Power is now working actively with BR Distribuidora S.A to overlay its geographical coverage of LNG distribution onto BR Distribuidoras 7,600 Brazilian fuel stations. This will optimize the roll-out of the necessary infrastructure to convert current diesel, heavy fuel oil and coal consumers to cleaner and cheaper LNG through the provision of a stable and secure LNG supply.  

Golar Power, together with local partners in Latin America, is also working to develop a further 10.6 GW of licensed natural gas-fired power plants which underpin the development of additional terminals, all of which are progressing well through the permitting process. All terminals have downstream monetization routes through a combination of power generation, gas consumption (by commercial & industrial users) and small-scale LNG distribution via cabotage and ISO containers to end users.   

FLNG:
We are in advanced and positive discussions with our main building contractor, Keppel Shipyard Limited, and with engineering topsides subcontractor Black and Veatch, on a revised cost and time schedule for the FLNG Gimi conversion that can be implemented as a contingency in response to the 12-month delay claimed by BP on its Tortue project. If implemented, this would reduce Golars immediate liquidity contribution to the FLNG Gimi between Q2 2020 and the original Q2 2022 delivery date. The consequences of any delay to the returns available from the project will be dependent on the ultimate duration and cause of the delay claimed by BP and the final terms of the revised conversion building agreements.

Whilst we dont anticipate any further FLNG projects to be ready for FID in the near future, we will continue to work with customers to develop designs and projects suitable for conversion and new-build solutions.

LNG Shipping:
We expect the Q2 2020 TCE1 to be around $40,000 per day, with utilization of at least 80% based on fixtures to date and the prevailing spot market. The current chartering strategy to de-risk the business by targeting more fixed and floating coverage has been successful and we intend to fix more portfolio term-based deals to further de-risk shipping exposure and to hedge expected volatility. Except for the Golar Tundra, scheduled to dry-dock during June, no other dry-docks are planned this year. 

Corporate:
We expect to make further progress on both financial and structural simplification of the business into separate, attractive and investible businesses to enhance financial flexibility.

Financial Review

Business Performance:

 20202019
 Jan-MarOct-Dec
(in thousands of $)Vessel and other operationsFLNGTotalVessel and other operationsFLNGTotal
Total operating revenues68,035  54,524  122,559  84,524  54,524  139,048  
Vessel operating expenses(16,565) (13,668) (30,233) (16,447) (14,380) (30,827) 
Voyage, charterhire & commission expenses (including expenses from collaborative arrangement)(4,827)   (4,827) (2,311)   (2,311) 
Administrative expenses(9,869) (272) (10,141) (11,070) (764) (11,834) 
Project development expenses(2,557) (1,132) (3,689) (55) (2,978) (3,033) 
Realized gain on oil derivative instrument(2)  2,539  2,539    1,110  1,110  
Other operating gains      1,235    1,235  
Adjusted EBITDA(1)34,217  41,991  76,208  55,876  37,512  93,388  
       
Reconciliation to operating income/(loss)      
Unrealized (loss)/gain on oil derivative instrument(2)  (27,810) (27,810)   4,330  4,330  
Depreciation and amortization(15,255) (11,985) (27,240) (16,328) (11,993) (28,321) 
Impairment of long-lived assets      (501)   (501) 
Operating income/(loss)18,962  2,196  21,158  39,047  29,849  68,896  

(2) The line item "Realized and unrealized gain on oil derivative instrument" relating to income from the FLNG Hilli Episeyo Liquefaction Tolling Agreement is split into, "Realized gain on oil derivative instrument" and "Unrealized gain/(loss) on oil derivative instrument". The unrealized component represents a mark-to-market loss of $27.8 million (December 31, 2019: $4.3 million gain) on the oil embedded derivative, which represents the estimate of expected receipts under the remainder of the Brent oil linked clause of the Hilli Episeyo Liquefaction Tolling Agreement. The realized component amounts to $2.5 million (December 31, 2019: $1.1 million) and represents the income in relation to the Hilli Episeyo Liquefaction Tolling Agreement receivable in cash.

Golar reports today Q1 operating income of $21.2 million compared to operating income of $68.9 million in Q4.

Total operating revenues decreased from $139.0 million in Q4 to $122.6 million in Q1, while voyage, charterhire and commission expenses increased from $2.3 million to $4.8 million.  Operating revenues declined despite the improvement in utilization from 90% in Q4 to 94% in Q1.  This occurred because seasonally lower spot rates reduced the daily rate achieved in respect of Golar's index linked charters, and also because the Golar Viking, on hire for most of Q4, entered Hudong shipyard in January where it will be converted into an FSRU. Costs associated with positioning the vessel to the yard which are not capitalizable account for most of the $2.5 million increase in voyage, charterhire and commission expenses.

Revenues from vessel and other operations, including management fee income, were $68.0 million, and, net of voyage, charterhire and commission expenses, decreased by $19.0 million to $63.2 million in Q1. Increases in US LNG supply combined with a mild winter contributed to a counter-cyclical drop in gas and LNG prices. Covid-19 lockdowns in the Far East during February and in Europe during March exacerbated this negative trend. By mid-March 2020, quoted carrier headline spot rates had fallen close to $100k/day from their height in October 2019, negatively impacting earnings from the vessels Golar has on index linked charters. Golars strategy of increased charter coverage for Q1 2020 vs. Q1 2019 offset part of this softening in spot LNG freight rates. As a result, full fleet TCE1 earnings decreased from $77,000 in Q4 2019 to $61,900 in Q1 2020, but increased relative to the $39,300 achieved in Q1 2019.

Once again, FLNG Hilli Episeyo generated operating revenues of $54.5 million, including base tolling fees and amortization of pre-acceptance amounts recognized.

Vessel operating expenses at $30.2 million were in line with Q4. 

Total Administrative expenses were $10.1 million for the quarter, $1.7 million lower than Q4 due to reduced legal, travel and employee stock compensation costs. Project development expenses at $3.7 million for the quarter were $0.7 million higher than Q4.

The Brent Oil linked component of Hilli Episeyo's fees generates additional annual operating cash flows of approximately $3 million for every dollar increase in Brent Crude prices between $60.00 per barrel and the contractual ceiling. Billing of this component is based on a three-month look-back at average Brent Crude prices. Higher oil prices in the latter months of 2019 led to a $1.4 million increase in the realized gain on the oil derivative instrument, to $2.5 million in Q1, as compared to $1.1 million in Q4.

The mark-to-market fair value of the related derivative asset decreased by $27.8 million during the quarter, with a corresponding unrealized loss of the same amount recognized in the income statement. The fair value decrease was driven by a sharp downward movement in the expected future market price for Brent Oil. The spot price for Brent Oil decreased from $66.00 per barrel on December 31 2019, to $22.74 on March 31 2020.

Depreciation of the Golar Viking, which entered Hudong shipyard in January 2020, is suspended during the conversion process.  This contributed to a $1.1 million reduction in Q1 depreciation and amortization, down from $28.3 million in Q4 to $27.2 million in Q1.

Net Income Summary:

 20202019
(in thousands of $)Jan-MarOct-Dec
Operating income/(loss)21,158  68,896  
Interest income1,160  1,333  
Interest expense(21,041) (26,028) 
Losses on derivative instruments(54,721) (6) 
Other financial items, net326  (1,206) 
Income taxes(197) (369) 
Equity in net (losses)/earnings of affiliates(37,936) 1,831  
Net income attributable to non-controlling interests(12,996) (19,683) 
Net (loss)/income attributable to Golar LNG Limited(104,247) 24,768  

In Q1, the group generated a $104.2 million net loss, compared to Q4 net income of $24.8 million. Key items contributing to this are:

  • A reduction in variable interest entities ("VIEs") interest expense due to lower loan balances and interest rates contributed to a $5.0 million decrease in interest expense. 
  • The Q1 $54.7 million loss on derivative instruments includes mark to market losses on interest rate swaps following a 117 basis point reduction in interest rates, together with a loss on the remaining 1.5 million TRS shares repurchased during the quarter.
  • The $38.0 million Q1 equity in net losses of affiliates is primarily comprised of the following:
    • A $13.2 million net loss in respect of Golar's 32% share in Golar Partners; and
    • A $24.7 million loss in respect of Golar's 50% stake in Golar Power. On commencement of the sales type lease for charter of FSRU Nanook we recognized a significant non-cash day one loss on deemed disposal.

Net losses attributable to non-controlling interests represents external interests in the Hilli Episeyo and the finance lease VIE.

Financing and Liquidity:

Our cash position as at March 31, 2020, was $303.4 million. This was made up of $131.0 million of unrestricted cash and $172.4 million of restricted cash. Restricted cash includes $68.3 million relating to lessor-owned VIEs and $76.0 million relating to the Hilli Episeyo Letter of Credit.

In common with other companies in the current public health emergency, liquidity preservation is a high priority for Golar.  During Q1 unrestricted cash fell by $91 million on account of $70.0 million being used to repay part of the $100 million margin loan, which is therefore now a $30 million facility, and $16.7 million used to part settle the remaining 1.5 million TRS shares outstanding. 

At the corporate level, during the rest of 2020, Golar will seek to refinance the remaining $30 million margin loan due in August 2020 as well as the $150 million term loan secured by our interest in Golar Power which will mature in November 2020.  The credit quality of Golar Power has been materially enhanced following the successful start-up of its flagship integrated power project and, based on Golar's cash and vessel investments alone, the current facility represents a loan to book value of approximately 52%, while third party assessments indicate that the fair market value of Golar's investment in Golar Power is materially higher. The increased value reflects the completion of the Sergipe/Nanook project including its merchant power opportunity together with the strong project portfolio the company has developed in terminals, power, and downstream with the BR agreement and the signed small scale LNG opportunities.

At the vessel level, Golar has received terms for refinancings of the Golar Bear and Golar Frost. The current debt associated with each vessel currently represents an approximate loan to value ("LTV") of less than 50%. The refinancing terms received are expected to release a total of approximately $90 - $100 million of liquidity in 2020, if pursued. A term sheet has also been received from a financial institution interested in refinancing the Golar Seal facility that may be repayable in January 2021. Refinancing of the FSRU Golar Tundra facility by June 2021 is also being explored.  This is also expected to be straightforward given that outstanding debt on this vessel currently represents an LTV of less than 50%. Golar is pursuing several long-term FSRU employment opportunities for this vessel.

At the FLNG level, as at March 31, $533.6 million had been invested in FLNG Gimi, of which $225.0 million had been drawn against the $700 million debt facility, both on a 100% basis. Golar had been expecting to invest a further $59 million of equity into the project during the second half of 2020.  It is expected that a material portion of this will move into 2021 if the revised cost and time schedule under discussion as a contingency in response to the 12-month delay claimed by BP is implemented.

Included within the $1,232.7 million current portion of long-term debt and short-term debt on the Balance Sheet as at March 31 is $1,025.2 million relating to lessor-owned VIE subsidiaries that Golar is currently required to consolidate in connection with nine sale and leaseback financed vessels, including the Hilli Episeyo

Other than a dry-dock of FSRU Golar Tundra, currently scheduled to commence in June and expected to cost around $6.0 million, there are no other maintenance capital projects planned.

Corporate and Other Matters:

As at March 31, 2020, there were 97.8 million shares outstanding. There were also 2.6 million outstanding stock options with an average price of $29.80 and 1.0 million restricted stock units awarded. The remaining 1.5 million shares underlying the TRS were purchased during February 2020. The cost of $70.5 million was funded by $53.8 million from restricted cash already set aside as collateral and the balance of $16.7 million was funded during Q1 from unrestricted cash.

On March 10, 2020, we announced the appointment of Callum Mitchell-Thomson as Chief Financial Officer, succeeding Graham Robjohns.  Mr. Mitchell-Thomson, who assumed his new role with Golar on May 1, 2020, has twenty one years of experience advising Energy, Utility and Infrastructure companies on M&A and capital markets transactions while working for JP Morgan.  During this time, he was Co-Head of Energy, Utility and Infrastructure Investment Banking in EMEA for ten years; Head of Corporate Finance in EMEA for three years and Head of Investment Banking in Germany for two years.  He has also been a member of the EMEA Banking Management Committee and a supervisory board member of JP Morgan AG.  Since leaving JP Morgan he has worked in the UK Parliament as a Parliamentary Adviser on European, Economic and Finance legislation.  Prior to joining JP Morgan, he worked for Shell International Petroleum Co. Ltd as a financial controller in European Downstream and then in Global LNG.

Commercial Review

Golar Power (50/50 Golar/Stonepeak Infrastructure Partners non-consolidated downstream joint venture):

On March 21, 2020, the 50% Golar Power owned 1.5GW Porto de Sergipe I power project, the first integrated LNG-to-power project in Brazil and the largest and most efficient thermal power station in Latin America, reached COD. This concludes a project that began in 2015 when the power purchase agreement was awarded. The power station is now contracted on an availability basis and is ready to deliver electricity to a pool of 26 power distribution companies across the country and will do so until December 2044. Annual pre-inflation adjusted revenues less operating costs1, are estimated at BRL1.1 billion of which Golar LNGs 25% share is BRL 275 million, equivalent to US$ 53 million, based on an FX rate of 5.2 BRL/USD.  Based on the same BRL/US$ FX assumption, net debt for the Sergipe project as at March 31, 2020 is US$ 990 million.

Gas for the power project is delivered from the 100% Golar Power owned FSRU Golar Nanook which has 170,000m3 of LNG storage and is capable of supplying more than 21.0 million m3 per day of natural gas. Commercial operations also commenced in March. Annual contracted revenues less forecasted operating costs, adjusted annually for inflation based on US consumer price index, are estimated at US$ 43.9 million, of which Golar LNGs 50% share is US$ 21.95 million.

Together, the Porto de Sergipe I power plant and the FSRU Golar Nanook are intended to facilitate the launch of three downstream power/gas business lines:
1) Power sales
            2) Pipeline gas sales to large industrial and commercial customers
            3) Small-scale LNG distribution using smaller vessels and LNG isotainers

1) Power sales: As Latin America's most efficient thermal power plant, Porto de Sergipe I sits as the lowest cost producer in Brazil's thermal merit order. Whenever it is economic to dispatch thermal power, it will, based on current LNG prices be in a position to out-compete every other facility. Although only fully operational for a few days during the quarter, power has been produced and sold in two ways. Contracted power is produced when the facility is called upon to dispatch under the PPA. This power is sold on a cost pass through basis and makes up the contracted revenues described above. However merchant power can be sold when the power station has not been called upon to dispatch, and when the prevailing market price is above the plants marginal cost. This power is sold by CELSE which is 50% owned by Golar Power. Golar LNG therefore benefits from an effective 25% interest in these revenues. Net of costs, this will be incremental to its share of the economics above and will increase the companys cash generation after financing costs by an equivalent amount.

Under normal pre-Covid-19 circumstances, sales of thermal power can be expected to increase as the country enters its annual dry season, which usually begins in May. Although unavailable for production for most of the pre-acceptance period, the network price of power was above the plants marginal cost of production for most of Q1. The plant was called upon to dispatch for 3 days post acceptance, between March 29 and March 31.  This is summarized below:

 Jan 1 - Mar 31, 2020
Total installed capacity (MW)1,516.6
Power plant utilization factor12%
Gross power generated (MWh)384,581.0
Days dispatched under PPA3
Net variable revenues (BRL millions)53.6
Net variable revenues (USD millions)10.3
Average price (BRL/MWh)139.4
Average price (USD/MWh)26.8

Golar Power also owns 37.5% of CEBARRA, a joint venture with Ebrasil, which owns expansion rights with respect to the Sergipe Power Plant. These rights include 179 acres of land and regulatory permits for up to 1.7 GW of additional power generation. CEBARRA has obtained all permits and other rights necessary to participate in future government power auctions.

2) Pipeline gas sales to large industrial and commercial customers: CELSE has commenced permitting work for the construction of a 30-kilometer pipeline that will connect the Golar Nanook to the regional natural gas main pipeline network and other downstream customers. A team of downstream gas marketers have been employed during the quarter and intend to build a downstream gas sales channel to large industrial and commercial customers on a cost plus margin contracted basis.

3) Small-scale LNG distribution using smaller vessels and LNG isotainers: The Golar Nanook, together with other FSRU and FSU terminals being developed, can be used as a transshipment location for LNG for onward downstream distribution. Small-scale vessels can carry offloaded LNG along coasts/up rivers and connect to onshore truck loading facilities where LNG can be transferred to ISO containers.  These would then be distributed to industrial, commercial and residential off-takers in regions that are underserved or not served by traditional pipeline networks.

On February 18, 2020, Golar Power and BR Distribuidora S.A. announced the formation of a partnership to develop an LNG distribution business in Brazil.  With more than 7,600 fuel stations and 95 bases of supply, operation and distribution, BR Distribuidora S.A. is Brazil's leading fuel distribution company. Golar Power initially expects to connect its network of strategically located LNG import terminals to BR Distribuidora's 95 supply, operation and distribution bases to facilitate the inland rollout of LNG supply to Brazil's transportation and industrial sectors. The 7,600 fuel stations will be used to increase coverage thereafter.

Further growth projects are also being explored.  These are:

1) Barcarena Terminal and Power Plant: Although good progress is being made on the Barcarena project, Covid-19 has impacted the permitting process on this and other terminals. A final investment decision on the FSRU component of the project is now expected in late Q4 2020/early Q1 2021. Small-scale distribution operations from an FSRU are then expected to commence in the first half of 2022. The FSRU will be used as a hub for the distribution of LNG and natural gas across an area that lacks the infrastructure necessary to support the regions gas needs and that hosts a population of approximately 75 million. Together with LNG distribution, the FSRU will supply regasified LNG to a 605MW combined cycle thermal power plant that has a 25-year power purchase agreement starting in 2025. A FID on the power plant component of the project is expected in mid-2021.

2) Suape LNG Terminal: Golar Power has signed a Protocol of Intentions with the government of the State of Pernambuco to develop an LNG import terminal in the Port of Suape.  Located in the northeast region of Brazil, this terminal would support a population of approximately 57 million. Initially a FSU will be used to supply LNG however this may be upgraded to a FSRU later should there be interest from off-takers seeking regasified LNG. The FSU, which could be a Golar Power vessel or an existing steam vessel from the Golar group fleet, will connect to onshore truck loading amenities to facilitate loading of LNG ISO containers. These would then be distributed to industrial, commercial and residential off-takers in regions that are underserved or not served by traditional pipeline networks. The FSU will also act as a transshipment location to break bulk LNG for downstream distribution. FID  remains subject to regulatory approvals and finalization of commercial agreements, which are expected at the end of 2020. Modifications required to the chosen vessel are expected to be minimal and inexpensive and operations are expected to commence in mid-2021.

3) Santa Catarina Terminal: key regulatory and environmental licenses have been secured to develop the Santa Catarina FSRU terminal on the southern coast of Brazil, with a regional population of approximately 30 million. Golar Power owns 100% of Terminal Gas Sul Ltda., the project company responsible for development of the terminal. 

4) Global Terminal Projects: In addition to its Brazilian portfolio, Golar Power is in the evaluation or development stage on more than fifteen other terminals worldwide.

Redeployment of assets already in the Golar Power or wider Golar group fleet to support the rapid monetization of the Brazil downstream distribution business, the reinvestment of cash generated by the Sergipe project and other financing initiatives are collectively expec

   

NorAm Drilling Announces 1Q 2020 Interim Financial Results

Company news

2020-05-28 13:24:49

NorAm had revenue of MUSD 21.0 during 1Q 2020 compared to MUSD 20.1 in 1Q 2019. During 1Q 2020 we generated an operating profit of MUSD -0.1compared to an operating profit of MUSD 2.9 in 1Q 2019. The decline in revenue and operating profit was primarily the result of the lower utilization and increases in rig service and supplies. During 1Q 2020 we generated an EBITDA of MUSD 4.3 compared to MUSD 6.8 in 1Q 2019. Decreased EBITDA in 4Q 2019 was a result of lower revenue, increased operating costs related to repairs and a $200,000 bond amendment fee paid in January 2020.

Capital expenditures were MUSD 1.5 in 1Q 2020 and 6.5 in 1Q 2020. As of March 31, 2020, our cash position was MUSD 18.7. As of March 31, 2020, we had MUSD 86.0 of outstanding bonds payable to 3rd parties.

In July 2019, the Company entered into a Revolving Loan Facilities Agreement with a bank. The committed facility provides for borrowings up to USD $6,000,000 for purposes of financing capital expenditures investments and general working capital purposes. The facility terminates on June 30, 2021. On March 16, 2020, we borrowed the full availability of $6,000,000 in connection with this facility.

On May 5, 2020, NorAm entered into a $5.5mm unsecured loan signed May 5, 2020 under the Payroll Protection Plan from the Small Business Administration for government relief. The loan is a 2 year note with no payments due for 6 months and bears interest at 1%. Monies spent on payroll during the subsequent 8-week period of the loan date will be forgiven. Additionally, 25% of the $5.5mm loan can be spent on utilities, rent and intercompany interest. At the end of 8 weeks we will submit support for our expenditures and file a report whereby we currently expect that all or virtually all of the $5.5mm will be forgiven.

http://noramdrilling.com 2020 Q1 Interim Report _ FINAL NOTC.pdf

KALERA: 2019 Annual Accounts and Notice of Annual General Meeting June 10, 2020

Company news

2020-05-28 08:33:54

Oslo, May 28, 2020 – Kalera announces that the Board has approved the Annual Accounts 2019, and calls for Annual General Meeting to be held on June 10, 2020 at 14:00 CET

The 2019 Annual Accounts and Notice of Annual General Meeting are attached to this release. The notice will be sent to all registered shareholders and is together with the Annual Accounts and the annual report for the financial year 2019 pursuant to the Company’s Articles of Association available at www.kalera.com/investor.

Notice of attendance
Notice of attendance to the Annual General Meeting on 10 June 2020 may be given through the registration form. The final date for registration is 9 June 2020 at 16:00 hours (CET).

About Kalera
Kalera is a technology driven vertical farming company with unique growing methods combining optimized nutrients and light recipes, precise environmental controls, and clean room standards to produce safe, highly nutritious, pesticide-free, non-GMO vegetables with consistent high quality and longer shelf life year-round. The company’s high-yield, automated, data-driven hydroponic production facilities have been designed for rapid rollout with industry-leading payback times to grow vegetables faster, cleaner, at a lower cost, and with less environmental impact.

Kalera’s shares are traded on NOTC, a marketplace for unlisted shares managed by NOTC AS, which is owned 100% by Oslo Børs ASA, the Oslo Stock Exchange.

Further information about the company may be found at www.kalera.com and www.kalera.com/investor along with an introductory Kalera film: www.youtube.com/watch?v=2Crpph9w0hE


Kalera Contact:

Bjørge Gretland, Chairman
Phone: +47 92609810
Email: bgretland@kalera.com

Daniel Malechuk, CEO
Phone: +1 407 574 2382
Email: dmalechuk@kalera.com

https://www.kalera.com/ Kalera Group Accounts 2019.pdf
Kalera - Notice of AGM 2020 .pdf
https://www.kalera.com/investor
https://www.youtube.com/watch?v=2Crpph9w0hE

NORWEGIAN CRYSTALS DECLARES "PROPOSAL ACCEPTANCE"

Company news

2020-05-27 19:50:34

The Board of Directors in Norwegian Crystals declares "Proposal Acceptance" as detailed in the attached announcement.

  NCR_announcement_200527-sent.docx

NORWEGIAN CRYSTALS - ANNOUNCEMENT TO BE MADE WITHIN SHORT

Company news

2020-05-27 14:02:05

The Board of Directors is preparing the annoncement planned for 1400 today and will publish it as soon as possible.

   

Extraordinary General Meeting of Avida Holding AB (publ)

Company news

2020-05-27 11:34:59

Notice has been issued to the Extraordinary General Meeting of Avida Holding AB (publ), org. no. 556780-0593. The Extraordinary General Meeting will be held on June 12, 2020, at. 10.30 am at Avida Finans AB's (publ) office, Södermalmsallén 36, 118 28 Stockholm.

A complete notice, agenda and the documents to be kept available for the Extraordinary General Meeting will be published on the company's website www.avida.se

https://www.avidafinance.com  

DOF INSTALLER ASA - Interim Financial Report Q1 2020

Company news

2020-05-27 08:30:27

Please find enclosed the Interim Financial Report for DOF Installer ASA for Q1 2020.

For further information, please contact:
Mons S. Aase, Chairman - Tel: +47 91 66 10 12

  DOF Installer Financial Report Q1 2020.pdf

Renegotiated terms for the conditional private placement to KKR; KKR will make a revised conditional offer of NOK 26 per share to all shareholders

Company news

2020-05-27 02:00:58

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

27 May 2020: Reference is made to the announcement by Avida Holding AB (publ) (“Avida”) on 20 February 2020 regarding (a) the resolution on a conditional private placement of 9,090,909 new shares in Avida at a subscription price of NOK 33 per share, raising gross proceeds of approximately NOK 300 million to: (i) Eckern Finans Holding AB (formerly Aktiebolaget Grundstenen 165954), an investment vehicle controlled by certain funds, client and accounts (“KKR Funds”) managed or advised by KKR Credit Advisors (US) LLC (“KKR Bidco”); and (ii) FSK Eckern Finans Holding AB (formerly Aktiebolaget Grundstenen 165953), an investment vehicle controlled by certain funds, clients and accounts (“FSK Funds”) managed or advised by FS/KKR Advisor, LLC (“FSK Bidco”; and together with KKR Bidco, “KKR”), pursuant to a subscription agreement (the “Subscription Agreement”); and (b) the conditional offer by KKR to acquire shares in Avida at NOK 33 per share (the “Conditional Offer”), as well as subsequent announcements of 26 February 2020 and 11 March 2020 regarding the launch and expiry of the offer period of the Conditional Offer.

After a period of discussions, Avida received on 22 May 2020 a notice from KKR stating KKR's anticipation to terminate the Subscription Agreement based on alleged breaches of certain of the warranties by Avida under the Subscription Agreement. The alleged warranty breaches are, among others, related to the termination of a forward flow loan purchase agreement between Avida and a Nordic loan portfolio buyer. In its notice KKR also invited Avida to engage in discussions to explore whether there could be a basis for agreeing on a new revised transaction on amended terms.

Avida’s board of directors has after these discussions concluded that a commercial settlement is in the best interest of the company and the other involved stakeholders and has therefore negotiated and signed a revised subscription agreement (“RSA”) that will be put to the shareholders to vote on at an extraordinary general meeting. The board's decision is based on an overall assessment of matters such as risk and cost of a legal process, Avida's future needs for financing of further growth and the prospect of partnering with a reputable investor such as KKR.

Under the RSA, KKR will still subscribe for 9,090,909 new shares in Avida. However, the subscription price per share has been reduced from NOK 33 to NOK 26, resulting in Avida raising gross proceeds of approximately NOK 236 million (the “Private Placement”). The net proceeds from the Private Placement will be used to strengthen Avida’s capital situation at a time of significant uncertainties and with attractive growth opportunities in the markets.

As a result of the RSA being entered into, the Subscription Agreement is automatically terminated
and Avida has now received a final notice of termination of the Subscription Agreement from KKR. This implies that the conditions for completion of the Conditional Offer have not been fulfilled, and the Conditional Offer has accordingly been terminated. Consequently, any Avida shares tendered under the Conditional Offer will be released to the accepting shareholders with immediate effect. A further result of the RSA being entered into is that KKR Bidco and FSK Bidco has agreed to launch a revised conditional offer for all shares in Avida for NOK 26 per share (the “Offer”), equivalent to the subscription price in the Private Placement. The Offer will be made to all shareholders of Avida except for Andenes Investments S.L. and Midelfart Capital AS. Further announcements regarding the Offer will be made by KKR in due course.

The completion of the Private Placement in accordance with the RSA and completion of the Offer are subject to satisfaction, or waiver by each of KKR Bidco and FSK Bidco acting in their sole discretion, on or before 26 November 2020, of regulatory approvals and other customary closing conditions, as well as that an extraordinary general meeting of Avida (contemplated to be held on 12 June 2020, i.e. on the same date as the annual general meeting of Avida) resolves by 2/3 majority vote upon a specific authorization for the board of directors to issue shares in the Private Placement to KKR. If such authorization is not granted by the extraordinary general meeting, the RSA and Offer will terminate and be without further force and effect. Further announcements regarding the extraordinary general meeting will be made in due course.

Following registration of the new share capital pertaining to the Private Placement, Avida will have 70,576,359 shares outstanding, each with a quota (par) value of SEK 0.10.

Avida’s wholly owned subsidiary Avida Finans AB (publ) has listed bonds on Nasdaq Stockholm. Consequently, this information is information that Avida Finans AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the contact persons set out below, at 02:00 CET on 27 May 2020.


For further information please contact:

Geir Langfeldt Olsen, Chairman of Avida, Telephone: +34 637 496 224. E-mail: geir@andenesinvestments.com

Tord Topsholm, CEO at Avida, Telephone: +46 72-402 44 35. E-mail: tord.topsholm@avida.se



About Avida

Avida is a credit market company that since the start in 1983 has focused on offering loans to individuals and corporates. We are currently about 120 employees, with headquarters in Stockholm and offices in Oslo and Helsinki. We are building a high growth and high-quality business that will not tail off in growth and we have a growth target of SEK10bn loan book by 2020. At Avida we are not like everybody else in this business, we will always go that extra mile to help our customers turn their plans into reality and we promise that we always give our customer the proper attention and the chance to get the financing they need.

Avida is under the supervision of the Swedish Financial Supervisory Authority and our share is listed on NOTC, Oslo stock exchange and like all Swedish banks and credit market companies, we are covered by the state deposit insurance.

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in such jurisdictions, in which this press release has been released, announced or distributed, should inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Avida in any jurisdiction, neither from Avida nor from someone else.

This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision in connection with the Private Placement must be made on the basis of all publicly available information relating to Avida and the Avida’s shares. Such information has not been independently verified by any advisor of Avida. The information contained in this press release is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this press release or its accuracy or completeness.

This press release does not constitute a recommendation concerning any investor’s option with respect to the Private Placement. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this press release and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933 (the “Securities Act”), as amended, and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into, Australia, Canada , Japan, Hong Kong, New Zealand, Singapore, South Africa, Switzerland, the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This press release is not a prospectus for the purposes of regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Avida has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Private Placement. In any EEA Member State, this communication is only addressed to and is only directed at a limited selected number of existing shareholders and qualified investors in that Member State within the meaning of the Prospectus Regulation.

In the United Kingdom, this press release and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Avida have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares in Avida may decline and investors could lose all or part of their investment; the shares in Avida offer no guaranteed income and no capital protection; and an investment in the shares in Avida is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Private Placement.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Avida.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Avida and determining appropriate distribution channels.

https://www.avidafinance.com  

NORWEGIAN CRYSTALS SHORT-TERM LIQUIDITY REINFORCEMENT – “PROPOSAL ACCEPTANCE" POSTPONED TO 14.00 CET MAY 27, 2020

Company news

2020-05-26 21:51:30

The Board of Directors in Norwegian Crystals AS await final feedback from one counterpart and postpone the final Proposal Acceptance until 1400 CET 27 May 2020.

   

Mandatory Notification of Trade - Maritime & Merchant Bank ASA (MMBANK)

Company news

2020-05-26 18:30:19

Arne Blystad, a member of the board of directors in Maritime & Merchant Bank ASA, has sold in total 29,881 shares in Maritime & Merchant Bank ASA through his company Songa Investments AS at a price of NOK 75 per share. Following the transactions, Songa Investments AS holds 0 shares in Maritime & Merchant Bank ASA.

   

DOF INSTALLER ASA - Annual Report 2019

Company news

2020-05-26 16:51:17

At its meeting on 14 May 2020, the Board of Directors of DOF Installer ASA approved the annual report and final accounts for 2019. The final accounts are not materially altered from preliminary figures published on 24 February 2020.

Please find enclosed the Annual Report for 2019 for DOF Installer ASA.

For further information, please contact:
Mons S. Aase, Chairman - Tel: +47 91 66 10 12

  DOF Installer_Annual_Report_2019.pdf

DOF INSTALLER ASA - INNKALLING TIL ORDINÆR GENERALFORSAMLING

Company news

2020-05-26 14:03:49

Vennligst se vedlagt innkalling til ordinær generalforsamling i DOF Installer ASA.

Kontaktperson:
Styreformann Mons S. Aase, +47 91 66 10 12

  Generalforsamlingsinnkalling ordinær DOF Installer ASA 260520.pdf

DOF INSTALLER ASA - NOTICE OF ORDINARY GENERAL MEETING

Company news

2020-05-26 14:03:32

Please find enclosed notice of ordinary general meeting in DOF Installer ASA.

For further information, please contact:
Mons S. Aase, Chairman - Tel: +47 91 66 10 12

  Notice OGM DOF Installer ASA 260520.pdf

Mandatory Notification of Trade - Maritime & Merchant Bank ASA (MMBANK)

Company news

2020-05-25 18:14:07

Arne Blystad, a member of the board of directors in Maritime & Merchant Bank ASA, has sold in total 120,000 shares in Maritime & Merchant Bank ASA through his company Songa Investments AS a price of NOK 70 per share. Following the transactions, Songa Investments AS holds 29 881 shares in Maritime & Merchant Bank ASA.

   

NORWEGIAN CRYSTALS SHORT-TERM LIQUIDITY REINFORCEMENT – “PROPOSAL ACCEPTANCE" POSTPONED TO 22.00 CET MAY 26, 2020

Company news

2020-05-25 18:01:58

The Board of Directors in Norwegian Crystals AS evaluates the received proposals from all counterparts and postpone the fina Proposal Acceptance until 2200 CET 26 May 2020.

   

NHST Media Group AS-ordinær generalforsamling 2020

Company news

2020-05-25 14:09:22

Styret i NHST Media Group AS har besluttet å innkalle til ordinær generalforsamling 2020 den 5. juni kl 10.00. Generalforsamlingen vil bli avholdt i selskapets lokaler i Chr Krohgs gt 16 i Oslo.

Innkallingen blir sendt samtlige aksjonærer med kjent adresse og vil også være tilgjengelig på selskapets hjemmeside www.nhst.com.

På grunn av den globale Covid-19 pandemien oppfordres aksjonærene til å utøve sine aksjonærrettigheter gjennom avgivelse av fullmakt, fremfor å møte fysisk. Informasjon om dette vil fremgå av innkallingen.

   

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