SOURCE: Dockwise Ltd

October 01, 2007 09:25 ET

Dockwise Ltd. launches Private Placement of Shares in conjunction with listing on Oslo Stock Exchange

BREDA, NORWAY--(Marketwire - October 1, 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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN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, 1 October 2007


* Dockwise Ltd. to migrate from Norwegian Over-the-Counter ("OTC") Market to main board of the Oslo Stock Exchange (the "Oslo Børs")

* Private Placement of up to 53.4 million ordinary shares consisting of primary and secondary shares

* Offer price set to NOK 25 per ordinary share

* Subscription period: beginning 14:00 CET on 1 October, and expected to end 08:00 CET on 2 October 2007

* Expected listing on the Oslo Børs: 2 October 2007

Dockwise Ltd ("Dockwise" or the "Issuer"), the Bermudian parent company of Dockwise Transport NV (the "Company"), one of the world's leading integrated heavy lift services providers, announced today an intended private placement of up to 53.4 million ordinary shares (the "Shares") of Dockwise (the "Private Placement") in conjunction with its listing on the Oslo Stock Exchange (the "Listing"). The offer price (the "Offer Price") is set at NOK 25 per ordinary share. Dockwise is currently trading on the Norwegian Over- the-Counter Market under the ticker Symbol "DOCK".

André Goedée, CEO of Dockwise:

"We view a listing on the Oslo Stock Exchange as the logical next step forward from our current OTC listing and an important milestone in the development of Dockwise. We look forward to developing the business further."

Company Overview

The Company is one of the world's leading integrated heavy lift services providers, able to transport some of the world's heaviest cargoes over very long distances. Activities include the design, engineering, planning and logistics necessary to ensure satisfactory collection, transport and delivery of cargoes. The Company operates a fleet of 15 semi-submersible heavy lift vessels and employs about 800 people worldwide.

The Private Placement

The Private Placement will consist of up to 18.4 million new ordinary shares ("New Shares") offered by Dockwise and up to 35 million existing ordinary shares offered by Frontline Ltd. The New Shares are expected to be available for trading on settlement.

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

The completion of the Private Placement is subject to (a) necessary approvals by the OSE including of a supplement to the listing prospectus describing the intended Private Placement and (b) required approval from the Bermudan Monetary Authority for the issuance of the New Shares.

Use of Proceeds

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

Subscription Period

The subscription period commences on 1 October 2007 at 14:00 Central European Time ("CET") and is expected to end at 2 October 2007 at 08:00 CET. The timetable for the Private Placement may be shortened or extended.

Further details of the Global Offering

Syndicate of Banks (the "Managers") Carnegie and Lehman Brothers are acting as Joint Global Coordinators and Joint Bookrunners.

Over-Allotment Option

The Managers may over-allot a number of Shares equalling up to 15% of the total number of Existing Shares and New Shares taken together and offered in the Private Placement. The 3i Funds expect to grant an option to the Managers, exercisable by Lehman Brothers, as stabilisation agent, for 30 days following the first trading date ("First Trading Date"), to purchase on behalf of the Managers up to 8.01m ordinary shares at the Offer Price.

Symbol

Dockwise has applied for its shares to be listed and admitted to trading on the Oslo Stock Exchange under the symbol "DOCK."

Lock-Up

The Issuer, the 3i Funds and certain members of management will enter into 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.


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 Offering, 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.


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Contact Information

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