KCC: Block Sale of Existing Shares in Klaveness Combination Carriers ASA completed
2026-09-02 22:00:02
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED
BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF
SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Oslo, 2 September 2026
Reference is made to the stock exchange notice published on 2 September 2026
regarding a potential block sale of existing shares in Klaveness Combination
Carriers ASA (the "Company") by Rederiaksjeselskapet Torvald Klaveness (the
"Seller") through a private placement (the "Offering").
The Seller has successfully sold 6,537,608 shares (the "Offer Shares") in the
Company (equal to approx. 11.0% of the Company's outstanding shares) at NOK
94.70 per share.
Following completion of the Offering, the Seller holds 26,000,000 shares in
the Company (equal to approx. 43.69% of the Company's outstanding shares),
thereby dropping below the 50% disclosure threshold set out in the Norwegian
Securities Trading Act Section 4-2. The Seller has entered into a 90-day
customary lock-up with the Managers on the remaining shares in the Company
held by the Seller after the Offering.
The Seller remains committed to being the Company's leading long-term
shareholder with a holding representing at least negative control. The Seller
strongly believes in the unique combination carrier concept developed over
decades, as well as the underlying markets for the Company's services. From
the Seller's perspective, the Offering is intended to improve trading
liquidity and free float in the Company's shares, and to rebalance its
portfolio of group companies.
The notification of allocation in the Offering is expected to be communicated
on or about 3 September 2026 (T) before 09:00 CEST. The settlement in the
Offering is expected to take place on or about 7 September 2026 on a delivery
versus payment basis (normal DVP T+2). The Offer Shares will be tradeable on
Oslo Børs from T.
The Seller is represented on the Company's board of directors by the Chair of
the Board Ernst Meyer and Board member Gøran Andreassen.
Clarksons Securities AS, Fearnley Securities AS, and Pareto Securities AS
acted as Joint Global Coordinators and Joint Bookrunners in the Offering (the
"Managers").
Advokatfirmaet Schjødt AS acted as legal counsel to the Seller in connection
with the Offering.
This information is subject to the disclosure requirements pursuant to section
4-2 of the Norwegian Securities Trading Act.
IMPORTANT NOTICE
The publication or distribution or release of this announcement and the
Offering of the Offer Shares as set out in this announcement in certain
jurisdictions may be restricted by law. This announcement is for information
purposes only and shall not constitute or form part of an offer to buy, sell,
issue, acquire or subscribe for, or the solicitation of an offer to buy, sell,
issue, acquire or subscribe for any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful. No action has been taken that would permit an offering of such
shares or possession or distribution of this announcement or any other
offering or publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose possession this
announcement comes are required to inform themselves about, and to observe,
such restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such jurisdictions.
Members of the general public are not eligible to take part in the Offering.
This announcement and any offer of securities to which it relates are only
addressed to and directed at (1) in the United Kingdom and in any member state
of the European Economic Area, persons who are qualified investors in such
member state within the meaning of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") or in the United Kingdom within the
meaning of the Prospectus Regulation as it forms part of retained EU law by
virtue of the European Union (Withdrawal) Act 2018 ("Qualified Investors");
and (2) in the United Kingdom, Qualified Investors who (a) are persons who
have professional experience, knowledge and expertise in matters relating to
investments and qualifying as "investment professionals" for the purposes of
article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (all such persons being referred to as "relevant
persons") and (b) only in circumstances falling within the circumstances set
out in Part 1 of Schedule 1 to the Public Offers and Admissions to Trading
Regulations 2024 (the "POATRs") (including, amongst other circumstances, the
fact that the Offer Shares which are the subject of the Offering are offered
subject to a minimum subscription amount per UK Applicant equivalent to at
least GBP 100,000). The information regarding the Offering set out in this
announcement must not be acted on or relied on by persons in the European
Economic Area who are not Qualified Investors or by persons in the United
Kingdom who are not relevant persons. Any investment or investment activity to
which this announcement relates is available in the European Economic Area
only to Qualified Investors and in the United Kingdom only to relevant persons
and will be engaged in only with such persons.
In particular, this announcement does not constitute or form part of any offer
to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer
to buy, sell, issue, acquire, or subscribe for any securities in any
jurisdiction into which such offer or solicitation would be unlawful.
The Offer Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), and may not
be offered, sold or transferred, directly or indirectly, within the United
States, except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and the securities
laws of any state or other jurisdiction of the United States.
No offer and sale of Offer Shares is or will be made in Canada, except to
persons who are: (a) an "accredited investor" within the meaning of Section
1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") of the
Canadian Securities Administrators or subsection 73.3(1) of the Securities Act
(Ontario) (the "OSA"), as applicable, and is either purchasing the Offer
Shares as principal for its own account, or is deemed to be purchasing the
Offer Shares as principal for its own account in accordance with applicable
Canadian securities laws, for investment only and not with a view to resale or
redistribution; (b) such person was not created or used solely to purchase or
hold the Offer Shares as an accredited investor under NI 45-106; (c) a
"permitted client" within the meaning of National Instrument 31-103
-Registration Requirements, Exemptions and Ongoing Registrant Obligations ("NI
31-103") of the Canadian Securities Administrators; and (d) entitled under
applicable Canadian securities laws to purchase the Offer Shares without the
benefit of a prospectus under such securities laws.
The offer and sale of securities referred to herein has not been and will not
be registered under the Securities Act or under the applicable securities laws
of Australia, Canada, Japan or South Africa. Subject to certain exceptions,
the Offer Shares referred to herein may not be offered or sold in Australia,
Japan or South Africa or to, or for the account or benefit of, any national,
resident or citizen of Australia, Japan or South Africa.
No public offering of the securities referred to herein is being made in the
United Kingdom, the United States, Australia, Canada, Japan, South Africa or
any other jurisdiction.
No prospectus or offering document has been or will be prepared in connection
with the Offering. The publicly available information of the Company is not
the responsibility of, and has not been independently verified by, the Seller,
Clarksons Securities AS, Fearnley Securities AS and Pareto Securities AS or
any of their respective affiliates (as such term is defined under Rule 501(b)
of Regulation D of the Securities Act) (each, an "Affiliate"). The information
contained in this announcement is for background purposes only and does not
purport to be full or complete.
In connection with the Offering, Clarksons Securities AS, Fearnley Securities
AS or Pareto Securites AS or any of their Affiliates may take up a portion of
the Offer Shares as a principal position and in that capacity may retain,
purchase, sell, offer to sell for their own accounts such Offer Shares and
other securities of the Company or related investments in connection with the
Offering or otherwise. Accordingly, references to the shares being issued,
offered, subscribed, acquired, placed or otherwise dealt in should be read as
including any issue or offer to, or subscription, acquisition, placing or
dealing by, Clarksons Securities AS, Fearnley Securities AS or Pareto
Securities AS and any of their Affiliates acting as investors for their own
accounts. Clarksons Securities AS, Fearnley Securities AS and Pareto
Securities do not intend to disclose the extent of any such investment or
transactions other than in accordance with any legal or regulatory obligations
to do so.
Clarksons Securities AS, Fearnley Securities AS and Pareto Securities are
acting for the Seller in connection with the Offering and no-one else and will
not be responsible to anyone other than the Seller for providing for providing
advice in relation to the Offering or any other matter referred to in this
announcement.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by Clarksons Securities AS, Fearnley Securities AS or Pareto Securities or by
any of their Affiliates or agents as to, or in relation to, the accuracy or
completeness of this announcement or any other written or oral information
made available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
This announcement does not purport to identify or suggest the risks (direct or
indirect) which may be associated with an investment in the Company's
securities. The price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on disposal of
the shares. Acquiring Offer Shares to which this announcement relates may
expose an investor to a significant risk of losing all of the amount invested.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial advisor.
of\
the shares. Acquiring Offer Shares to which this announcement relates may\
expose an investor to a significant risk of losing all of the amount invested.\
Past performance is no guide to future performance and persons needing advice\
should consult an independent financial advisor.\