NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OF
AMERICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
TO SELL OR PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN.
The board of directors (the “Board”) of GC Rieber Shipping ASA (the “Company”)
has received an offer letter from the Company’s majority shareholder, GC Rieber
AS (“GC Rieber”) in which GC Rieber makes an offer for all shares in the Company
not already owned by GC Rieber (the “Offer”) at a price per share of NOK 8.80
(the “Offer Price”). The cash offer price represents a premium of 79 % to the
closing price of the shares on 10 November 2023 and premium of 64 %, and 34 % to
the volume-weighted average share price of the Company on Oslo Stock Exchange
during the last 30 trading days and since 30 August 2023 (the day after the
Company’s general meeting where it was determined to distribute the shares in
Shearwater Geoservices Holding AS to the Company’s shareholders), respectively,
up to and including 10 November 2023. The offer letter contains the attached
offer document (the “Offer Document”) which will be sent to all shareholders in
the Company with known address. The complete terms and conditions of the Offer
are set out in the Offer Document.
GC Rieber states that the acceptance period for the Offer will commence on 13
November 2023 and expire on 27 November 2023, and that settlement will take
place within 2 weeks from expiry of the acceptance period.
The provisions of chapter 6 of the Norwegian Securities Trading Act will not
apply to the Offer as GC Rieber already prior to the Offer owns 66,145,908
shares (76.8%) in the Company and the Offer cannot result in a mandatory offer
obligation being triggered. Consequently, the Offer Document has not been drawn
up in accordance with the requirements in chapter 6 of the Norwegian Securities
Trading Act and has not, and will not, be subject to the review of Oslo Børs,
and the Board will not be required by law to make a statement on the Offer.
However, the Board has with reference to article 14, fifth paragraph, of the
Norwegian Code of Practice for Corporate Governance (the “Code”) resolved to
publicly announce its opinion on the Offer.
Chair of the Board Jan Roger Bjerkestrand has not participated in the Board’s
consideration of the statement. Jan Roger Bjerkestrand is the CEO of GC Rieber.
Deputy chair of the Board, Morten Foros Krohnstad, has chaired the Board
meetings in Mr. Bjerkestrand’s absence. The Board members who participated in
the consideration of the above statement do not currently own shares in the
Company, neither directly nor indirectly.
In anticipation of the offer letter from GC Rieber, the Board engaged in
discussions with GC Rieber relating to a potential offer by GC Rieber for the
shares in the Company with a view to inter alia ensuring equal treatment of all
shareholders. Further, in preparation for the potential offer and to support the
Board in forming an opinion on the offer, if made, the Board engaged Pareto
Securities AS (the “Financial Adviser”) to prepare an independent fairness
opinion in relation to the Offer Price. The Financial Adviser has concluded that
the Offer Price is fair from a financial perspective. The fairness opinion
letter from Financial Adviser is attached to this announcement.
After due and careful evaluation of the indicated terms and conditions of the
Offer, and after having taken the fairness opinion from the Financial Adviser
into consideration, the Board is of the opinion that the Offer will reflect the
financial and strategic value of the Company and the Board recommends the
shareholders in the Company to accept the Offer. The Board’s recommendation is
unanimous. The Board encourages, however, the shareholders in the Company to
make their own assessment of the Offer in light of their own respective
situation, which may differ among the shareholders. The Board reserves the right
to amend, modify or revoke its statement above.
GC Rieber has informed the Board that it has received pre-acceptances for
12,677,118 of the shares in the Company, giving GC Rieber an ownership stake of
91.56% including pre-acceptances. Therefore, the condition that GC Rieber
successfully acquires at least 90% per cent of the shares in the Company has
already been fulfilled.
The Board of Directors of GC Rieber Shipping ASA