4 May 2015
Termination of sales agreement and new bond issue
The sale agreement on the company's rig service activity at Hanøytangen has been terminated. As a consequence of this a new MNOK 250 bond loan has been entered into.
Reference is made to the stock exchange notice disclosed on 13 April 2015 regarding sale of the properties and the rig service activity at Hanøytangen.
The signed share purchase agreement between Bergen Group Offshore AS and Hellik Teigen AS and Hellik Teigen Eiendom AS ("Share Purchase Agreement"), as well as the asset purchase agreement between Bergen Group Hanøytangen AS and Semco Maritime AS ("Asset Purchase Agreement ") had as a condition that the transactions were completed (closing) no later than 30 April 2015. The transactions were not completed by such date. There has been dialogue between the sellers and the buyers during the weekend in an effort to close the transactions.
In light of new requirements from the buyers and the sellers’ needs for a clarification of the situation, Bergen Group considered that closing of the transaction was not feasible within a reasonable time and within the original contract terms.
On this basis, Bergen Group Offshore has found it necessary in the interest of the company to terminate the share purchase agreement with Hellik Teigen AS. On this basis and the condition of simultaneous completion of the Share Purchase Agreement and the Asset Purchase Agreement, Bergen Group Hanøytangen AS also found it necessary to terminate the agreement with Semco Maritime AS.
Based on the termination of the Share Purchase Agreement and the Asset Purchase Agreement, the Board of Bergen Group ASA has decided to enter into a term sheet related to a fully subscribed bond loan of NOK 250 million. The bond is divided into one tranche of NOK 180 million with 3 years maturity date and 10 % interest, and one tranche of NOK 70 million with 18 months maturity date and 11 % interest. The bond is expected to be disbursed shortly, and will mainly be used to reduce the Group's current obligations, including syndicated loans and outstanding accounts payable.
“It is regrettable that we have not been able to conclude with two parties that we have worked with over many years. Nevertheless, Bergen Group has found it necessary to terminate the agreements and then establish an alternative solution that provides a required clarification for the group's financial situation within the deadlines we deemed decisive for the group”, explains Magnus Stangeland, chairman of the Board of Directors in Bergen Group ASA. .
The real estate and the rig service activity at Hanøytangen will now continue to be in Bergen Group's ownership. Fearnley Securities AS has acted as manager for the bond issue.
Bergen Group is a well-established Norwegian supplier of products, services and solutions to the offshore and maritime industry. The core activities are focused on Rig Service, Maritime Service and Subsea & Offshore Service. The group has over the years developed an extensive capacity and competence within complex maritime service operations.
Magnus Stangeland, Chairman of the Board in Bergen Group ASA, +47 916 61 010
Asle Solheim, CEO Bergen Group ASA, telefon +47 993 28 465