SOURCE: Dockwise Ltd

October 02, 2007 02:50 ET

Dockwise Ltd. completes Private Placement and lists on Oslo Stock Exchange

HAMILTON, BERMUDA--(Marketwire - October 2, 2007) -


THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN

Hamilton, Bermuda, 2 October 2007

Dockwise Ltd ("Dockwise" or the "Issuer"), the parent company of Dockwise Transport NV (the "Company"), one of the world's leading integrated heavy lift services providers, announces that it has successfully completed the private placement (the "Private Placement") of 53,368,800 ordinary shares (the "Offer Shares"). The offer price in the Private Placement was NOK 25 (the "Offer Price") and the Private Placement was oversubscribed.

André Goedée, CEO of Dockwise:

"We are very pleased with being able to raise capital in connection with the listing of Dockwise and believe we have a strong community of shareholders with which we look forward to develop Dockwise going forward. We view a listing on the Oslo Stock Exchange as an important milestone for the Issuer and look forward to delivering shareholder value."

The Private Placement

The offering consisted of 18,392,300 new ordinary shares ("New Shares") offered by Dockwise and 34,976,500 existing ordinary shares (the "Existing Shares") offered by Frontline Ltd. The New Shares are expected to be available for trading on settlement, expected on or about 5 October 2007 (T+3), whilst the Existing Shares are available for trading on Oslo Børs on or about 2 October 2007. The total number of shares outstanding following settlement of the New Shares will be 229,755,438.

The Private Placement consisted of a private placement to institutional buyers qualified in their jurisdiction to participate in such private placement.

Use of Proceeds

The Issuer raised gross proceeds of approximately NOK 460 million (approximately $85 million) through the sale of New Shares, primarily to reduce its level of indebtedness.

Further details of the Global Offering

Syndicate of Banks (the "Managers")

Carnegie and Lehman Brothers acted as Joint Global Coordinators and Joint Bookrunners.

Over-Allotment Option

Entities affiliated with 3i Investments Plc (the "3i Funds"), which collectively will hold 22.7% of the ordinary shares of the Issuer after the placement of the New Shares by the Issuer and assuming exercise of the over-allotment option, have granted an option to the Managers, exerciseable by Lehman Brothers, as stabilization agent, for 30 days following the first day of trading of the Shares on Oslo Børs, to purchase up to 8,005,320 Additional Shares at the Offer Price. The Joint Managers may exercise this option at their discretion for any purpose in accordance with applicable law, including covering short positions created in the initial allotment of shares or in subsequent transactions.

Symbol

The shares of Dockwise will be traded on the Oslo Stock Exchange under the symbol "DOCK."

Lock-Up

The Issuer, the 3i Funds and certain members of management have entered into a lock-up agreements with the Managers for 180, 90 and 270 days respectively after the first trading date of the Issuer's shares on Oslo Børs.

For further information
Jacqueline Lenterman, Investor Relations
Telephone: +31(0)6 29393969

This announcement is not an offer to sell or a solicitation of any offer to buy the securities of Dockwise Ltd (the "Issuer", and any such securities, the "Securities") in the United States or in any other jurisdiction. The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States unless registered under the Securities Act or an exemption from such registration is available. No public offering of Securities in the Issuer is being made in the United States.

This communication is directed only at (i) persons outside the United Kingdom, or (ii) 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 or (iii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. Any investment or investment activity to which this communication relates is available only to and will be engaged in only with such persons. Persons within the United Kingdom who receive this communication (other than persons falling within (ii) and (iii) above) should not rely on or act upon this communication.

This document contains certain forward-looking statements relating to the business, financial performance and results of the Issuer and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", "expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", and similar expressions. The forward-looking statements, contained in this document, including assumptions, opinions and views of the Issuer or cited from third party sources are solely opinions and forecasts which are uncertain and subject to risks. A multitude of factors can cause actual events to differ significantly from any anticipated development. Neither the Issuer nor any of its subsidiary undertakings nor any of its officers or employees guarantees that the assumptions underlying such forward-looking statements are free from errors nor does any of the foregoing accept any responsibility for the future accuracy of the opinions expressed in this document or the actual occurrence of the forecasted developments. No representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, neither the Issuer nor any of its subsidiary undertakings nor any such person's officers or employees accepts any liability whatsoever arising directly or indirectly from the use of this document.

In connection with the Private Placement, Lehman Brothers International (Europe) (the "Stabilisation Agent") (acting on behalf of the underwriters) may over-allot shares or effect transactions with a view to supporting the market price of the shares at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilisation Agent (or persons acting on behalf of the Stabilisation Agent) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the final price of the ordinary shares is made and, if begun, may be ended at any time, but it must end no later than 30 days after the date of commencement of trading of the ordinary shares.

All investment is subject to risk. The value of the securities offered may go down as well as up. Past performance is no guarantee of future returns. Potential investors are advised to seek expert financial advice before making any investment decision.

Pdf version press release: http://hugin.info/137711/R/1157365/223582.pdf

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