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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Kvaerner Asa | LSE:KVR | London | Ordinary Share | NO0004684408 | ORD NOK12.50 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number:1741N Kvaerner ASA 15 November 2001 KVAERNER ASA NOTICE OF EXTRAORDINARY GENERAL MEETING Notice is hereby given that an Extraordinary General Meeting of Kvaerner ASA will be held at 15:00 hrs (Norwegian time) on Thursday 29th November 2001 at Oslo Kongressenter, Folkets Hus, Youngs gate 11, NO-0181 Oslo, Norway. Voting slips will be handed out prior to the Meeting between 14:00 and 15:00 hrs. The Agenda will be as follows: 1. Presentation of the proposed refinancing of the Kvaerner Group A presentation of the proposed refinancing of the Kvaerner Group will be given at the Meeting. Please also refer to the enclosed summary of the main elements of the refinancing proposal. 2. Proposal to reduce the share capital As part of the refinancing of the Group, the Company's existing share capital must be reduced by way of a reduction of the par value of the shares of the Company, and the reduction amount will be transferred to other equity. The reason for this is that the rights issue described under item 3 below will be made against a subscription price which is below the current par value of the shares (NOK 12.50), and that share subscriptions at a price below par value is prohibited according to the Public Limited Companies Act. Since it is proposed that the subscription price in the rights issue will not be greater than NOK 10 per share, but otherwise will be determined on the basis of the future market price of the shares, the lowest possible subscription price is not yet fixed. Likewise, the conversion price for the convertible loan described under item 4 below will be based on the future market price of the shares. In order to ensure sufficient flexibility in relation to market developments, it is proposed to reduce the par value of the shares to NOK 1. Against this background, the Board proposes that the following resolution be made by the General Meeting: (a) The share capital be reduced with NOK 1,226,290,034 from NOK 1,332,923,950 to NOK 106,633,916 by way of a reduction of the par value of the shares from NOK 12.50 to NOK 1. The reduction amount will be transferred to other equity. (b) Article 3 of the Articles of Association be amended to read as follows: Art 3 Share Capital The Company's share capital is NOK 106,633,916, divided into 106,633,916 shares, each having a par value of NOK 1. The Company's shares shall be registered in the Norwegian Securities Register (Verdipapirsentralen). 3. Proposal to increase the share capital by way of a rights issue The Board proposes a contribution of a gross amount of NOK 3,000,000,000 in new equity to the Company through a rights issue pursuant to Section 10-1 ref 10-4 of the Public Limited Companies Act, thereby increasing the share capital of the Company by a minimum of NOK 300,000,000 and a maximum of NOK 3,000,000,000 through the subscription of new shares. The reason for this proposal is that this equity contribution is a necessary part of the proposed refinancing of the Group. The rights issue and the conversion of debt described under item 4 below are mutually dependent and therefore shall be executed simultaneously. Against this background, the Board proposes that the following resolution be passed by the General Meeting: (a) The share capital be increased by a minimum of NOK 300,000,000 and a maximum of NOK 3,000,000,000 through subscription of a minimum of 300,000,000 and a maximum of 3,000,000,000 new shares, each having a par value of NOK 1. The number of shares to be issued will be determined based on the final subscription price. (b) Existing shareholders as at 30th November 2001 will have a preferential right to subscribe for the new shares. Transferable subscription rights for the new shares will be issued. In respect of any shareholder who is not entitled to subscribe for new shares as a result of the limitations imposed by the laws of the country where such shareholder is resident, the Company (or an agent appointed by the Company) will have the right to sell such shareholders' subscription rights against the payment of net sales proceeds to such shareholders. (c) The subscription price will be determined by the Board within a range of NOK 10 and NOK 1 per share. Within this price range, the subscription price will equal the lower of (i) NOK 10 per share and (ii) the volume weighted average trading price of the shares quoted on the Oslo Exchanges during the first 5 trading days following the date on which a preliminary prospectus for the rights issue has been made public, less a discount of 20% and rounded downwards to the closest NOK 0.10. (d) The new shares are to be paid for in cash. Any shares that are allotted to the lenders pursuant to the portion of the underwriting provided by these lenders according to section (g) below, shall, however, be settled by way of cancellation of the Company's existing indebtedness in that amount towards the relevant lenders. If any shareholder or underwriter after 30th October 2001 has granted or is granting any loans to the Company, such loans may also be set-off against the Company's right for payment for new shares against the lenders in question. (e) Subscription for the new shares must be made on a specific subscription form during a subscription period from 6th December 2001 to 20th December 2001, inclusive. The subscription period will be prolonged, however, if the lenders have not entered into definitive agreements with respect to their contribution to the refinancing no later than 5 trading days at the Oslo Exchanges prior to the expiry of the subscription period, so that the subscription period will not expire earlier than 5 such trading days after the date of such agreements with the lenders. The subscription period will not in any event expire later than 28th December 2001. Consequently the rights issue will not be executed unless said agreement with the lenders has been entered into prior to the opening of the Oslo Exchanges on 19 December 2001. The payment date for the new shares allocated is 3rd January 2002, or 5 trading days at the Oslo Exchange after the expiry of the subscription period if this has been prolonged. Payment in cash must be made to a specific subscription payment account with Den norske Bank ASA. (f) The new shares shall be entitled to any dividend from, and including, the financial year 2001 and shall otherwise rank equally to the other shares of the Company as from the date the new shares are registered with the Companies Registry (Foretaksregisteret). (g) With respect to the underwriting guarantee that was established on 30th October 2001 for a total subscription amount of NOK 3,000,000,000, no underwriting commission will be paid. To the extent that a portion of the lenders' underwriting totalling NOK 1,000,000,000 is replaced by other underwriters in order to increase the amount of debt being converted into a convertible subordinated loan, an underwriting commission of 2% of the amount underwritten will be paid to such underwriters. (h) Article 3 of the Articles of Association will be amended to reflect the new share capital, the number of shares and the nominal value of the share capital following the issue. An underwriting syndicate has been established for the rights issue guaranteeing a total subscription amount of NOK 3,000,000,000. This underwriting is conditional upon commitment from the lenders for their part of the refinancing prior to completion of the rights issue. NOK 1,000,000,000 of the under-writing has been guaranteed by the Company's lenders and any shares being allocated to such lenders pursuant to this part of the underwriting will be settled by way of a cancellation of the debt obligations of the Company in the same amount towards such lenders. The reason for the right of set-off for any shareholders/underwriters that may grant the Company a loan prior to completion of the rights issue (ref. section (d), second paragraph above) is to facilitate such loans in the event so required. It is a condition for such set-off that this has been agreed with the individual lender. Alfred Berg Norge ASA, Fondsfinans ASA and ABG Sundal Collier ASA have been appointed as managers for the rights issue. 4. Proposal to convert debt into a convertible subordinated loan Conversion of debt into a convertible loan is also a necessary part of the proposed refinancing of the Group. The convertible loan will be a 10 year loan, subordinated to the Company's other indebtedness. The loan will be interest free, provided, however, that interest is paid on the part being prepaid by the Company, in the event the Company elects to redeem the loan prior to its maturity date, ref. section (b) below. The convertible loan will be issued by a conversion of up to NOK 4,500,000,000 of the Company's debt. Any allocation to the lenders in accordance with their underwriting of NOK 1,000,000,000 described in item 3 above will be deducted from the portion of the Company's debt being converted. Pursuant to the proposal, the convertible loan may be converted into shares on 30th October 2004 and 30th October 2006. Against this background, the Board proposes that the following resolution be approved by the General Meeting: A minimum of NOK 3,250,000,000 and a maximum of NOK 4,500,000,000 of the debt forming part of the refinancing will be converted into a convertible subordinated loan, in which the bondholders shall have a right to convert their bonds into shares in the Company on 30th October 2004 and 30th October 2006, against a set-off of their receivables towards the Company (convertible bond issue). The loan will consequently be subscribed for by the lenders which are a party to the refinancing, and the preferential rights of the shareholders according to Section 11-4 of the Public Companies Act are waived. The following terms will apply to the loan: (a) Each bond will have a par value and a subscription price of NOK 100, or the equivalent amount in Euro or US Dollars based on the currency rates quoted on Reuters at 12:00 hrs on the day upon which the debt is converted into the loan pursuant to section (c) below, so that the aggregate number of bonds in the loan equal the loan amount. The loan will be repaid on 30th October 2011. The loan will be interest free. (a) The Company may at any time decide to redeem (in whole or in part) any parts of the loan which have not been subject to a request for conversion at such time. Upon such redemption, an interest will be calculated and become payable on the amount being repaid at 5% per annum, calculated annually on 30th October, so that the interest is added to the principal amount upon calculation of the interest following year. (b) Subscription for bonds in the loan will be made on a specific subscription form and will take place no later than 31st December 2001. The latest date for conversion of debt into the loan is 31st January 2002, provided, however, that is no later than the date for the registration of the new shares issued pursuant to the rights issue described in item 3. (c) Each bondholder will have an unconditional right to request that all or a portion of their bonds be converted into ordinary shares in the Company on 30th October 2004 and 30th October 2006, unless the loan has been redeemed pursuant to section (b) above. (d) Any request for conversion must be made in writing to the trustee for the loan and must be made at the earliest 45, and at the latest 30 trading days for the Company's shares at the Oslo Exchanges, prior to the relevant conversion date. The trustee will, following close of trading on the Oslo Exchanges on the 25th trading day prior to the conversion date, notify the Company of the amount of the requests for conversion having been received. The Company will then issue a notification to the Oslo Exchanges prior to commencement of trading the following trading day, specifying the portion of the loan having been made subject for conversion. Payment for the new shares will be made against a set-off of the bonds of such bondholders. The conversion price shall equal the volume weighted average trading price for the Company's shares on the Oslo Exchanges during the period from and including 20 trading days for the Company's shares prior to, and 19 such trading days after, the day on which the stock exchange notification refer-red to in the previous paragraph was made public, less a discount of 5%. In no event will the con-version price be lower than NOK 1 per share or higher than NOK 1,000 per share. No fractional shares will be issued and any difference upon conversion shall be repaid in cash. Bonds denominated in Euros or US Dollars shall be calculated into Norwegian Kroner prior to any such conversion being made, based on the currency rates quoted on Reuters at 12:00 hrs on the relevant conversion date. (e) The bonds being issued, and the conversion rights attached thereto, may be transferred to a new owner without the approval of the Company. The conversion right may not be divided from the bonds. (f) The loan will be a subordinated loan and shall rank behind the Company's other indebtedness towards other ordinary creditors. (g) Upon conversion of bonds in the loan into shares, the Company's share capital will be increased without any further decision by the General Meeting. The Company will ensure that the share capital being increased as a result of the conversion is registered with the Companies Registry without undue delay after receipt of notice of such conversion and determination of the conversion price. (h) Shares acquired as a result of conversion will carry the same rights as the other ordinary shares of the Company and be entitled to distribution of dividend as from the financial year prior to the year of the conversion, to the extent dividends are decided after the date of conversion (i) Bondholders in the loan will have no preferential rights in connection with the Company issuing new shares, convertible bonds, subscription rights or other financial instruments. Neither will they have any special rights in the event of a merger or demerger of the Company, a transformation of the Company into a private limited company or a dissolution of the Company, unless it is decided to merge the Company into another company before 30th October 2006 and the shares of the surviving company is not, or in connection with the merger will not, be listed on a well recognised stock exchange. Upon such merger, the bondholders will be entitled to convert their bonds into shares in the Company through a written notification of conversion to the trustee for the loan. The request for conversion must be presented at the earliest 1, and at the latest 15 trading days for the Company's shares at the Oslo Exchanges after the merger plan in question has been made public by the Company. Prior to the commencement of trading on the Oslo Exchanges on the following trading day, the Company will through a notification advise the Oslo Exchanges of the total nominal value of the bonds so being converted. The calculation of the conversion price will be the same as for other conversions of the loan. (j) The conversion price will be adjusted, so that the value of the conversion right is maintained in the event of the following transactions, provided always that they take place in the period in which the conversion price for the relevant bonds is being determined: 1) an increase in share capital by a rights issue or bonus issue through issuance of new shares; 2) a consolidation or split of the Company's shares; 3) issuance of convertible bonds, independent subscription rights (warrants) or other financial instruments if issued with preferential rights to the existing shareholders of the Company; and 4) distributions to the Company's shareholders. Similar transactions which are not being made in the said period do not give rise to any adjustments of the conversion price. The same applies to other changes in the share capital than described above. (k) The Company will cover all costs incurred in connection with the issuance of the loan, an annual fee to the trustee and any disbursements to the trustee arising out of the loan. 5. Proposal to authorise the Board to increase the share capital by up to NOK 25,000,000 In connection with the refinancing of the Group, both employees of the Group and certain of the Company's main shareholders have expressed that the Group's employees should be given an opportunity to subscribe for shares in the Company. Several employees have also participated in the under-writing syndicate for the rights issue described in item 3 above. To enable the Company to conduct an employee share issue independent of the timing of the rights issue, it is considered appropriate that the Board be granted the necessary authorisation in this respect. Against this background, the Board proposes that the following resolution be approved by the General Meeting: (a) The Board be authorised to increase the share capital of the Company by up to NOK 25,000,000 by subscription of up to 25,000,000 new shares, each having a par value of NOK 1. The authority of the Board in this respect includes the right to determine the subscription price and to make the necessary amendments to the Articles of Association as a result of the share capital increase. (b) The share issue will be directed towards employees of the Group and the Board may therefore decide that the existing shareholders should have no preferential rights to subscribe for the new shares. The authority may be used by one or more decisions and is valid for 1 year from the date of the General Meeting. 6. Election of Board of Directors A brief description of the circumstances that would need to be considered in connection with the resolutions to change the Company's share capital and the waivers of preferential rights is included in the enclosed summary of the proposed refinancing of the Group. Additionally, a statement from the Company's auditor in accordance with Section 10-2 ref. 2-6 of the Public Limited Companies Act pertaining to the contribution in kind being made in the event of set-off in accordance with item 3 (d) above is enclosed. The Company's Annual Report for 2000 and the quarterly reports for the 1st, 2nd and 3rd quarter 2001 is available at the head office of the Company, Prof. Kohts vei 15, Lysaker, Baerum, Norway. Shareholders who so wish, may contact Kvaerner ASA on phone no. + 47 67 51 30 00 to obtain said documentation. A prospectus for the rights issue described in item 3 above is being prepared. A preliminary version of this prospectus will be made available on the web-site of Oslo Exchanges (www.ose.no) and also be distributed to the market on 26th November 2001. The final version of the prospectus will be distributed to shareholders with preferential rights prior to the commencement of the subscription period for the rights issue. Furthermore, an amended version of the separate prospectus will be prepared for the convertible loan referred to under item 4 above. Pursuant to Article 7 of the Articles of Association of the Company, the Extraordinary General Meeting will be opened and presided over by the Chairman of the Board of Directors, Mr Harald Arnkvaern. Shareholders wishing to attend the Extraordinary General Meeting, either in person or by proxy, must give notice by forwarding the enclosed Notice of Attendance to Kvaerner ASA, c/o Den norske Bank ASA, Verdipapirservice, Stranden 21, NO-0021 Oslo, Norway (telefax no. +47 22 48 11 71/+47 22 94 90 20/+47 67 51 31 00/+47 67 51 30 40). The Notice of Attendance must be received no later than by Monday 26th November at 16:00 hrs (Norwegian time). Shareholders not having given such notice in time, may be denied attendance at the Meeting. Shareholders may, if they wish, appoint Mr. Harald Arnkvaern, Chairman of the Board of Directors to act on their behalf at the Meeting. Lysaker, 14th November 2001 Kvaerner ASA The Board of Directors
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