Kurs & Likviditet
Beskrivning
Land | Norge |
---|---|
Lista | OB Match |
Sektor | Tjänster |
Industri | Shipping & Offshore |
2024-07-11 15:40:17
Oslo, 11 July 2024
Reference is made to the offer document dated 23 May 2024 issued by SAS Shipping
Agencies Services Sàrl ("SAS" or the "Offeror") in respect of the recommended
voluntary cash offer (the "Offer") to acquire all issued and outstanding shares
in Gram Car Carriers ASA ("GCC" or the "Company") for a cash consideration of
NOK 263.69 per Share (the "Offer Price").
Reference is further made to the stock exchange announcements dated 1 July 2024
and 11 July 2024, regarding the final results of the Offer and the settlement
notification, respectively. As stated in the settlement notification, the
settlement will take place no later than 25 July 2024.
The following members of the Company's board of directors (the "Board") and
executive management, and close associates of them, have accepted the Offer for
all of their shares in the Company, as further specified below:
* F. Laeisz GmbH, a close associate of Nikolaus H. Schües (vice chair of the
Board): 8,319,668 shares.
* AL Maritime Holding Pte Ltd, a close associate of Clivia Breuel (Board member)
and Nicolaus Bunnemann (alternate Board member): 3,632,265 shares.
* Glenrinnes Farms Limited, a close associate of Alasdair Locke (Board member):
2,188,782 shares.
* HM Gram Investments III Limited, a close associate of Harald Mathias Gram
(Head of Projects and IR): 1,017,996 shares.
* HM Gram Enterprises Limited, a close associate of Harald Mathias Gram (Head of
Projects and IR): 750,000 shares.
* Currus Navi AS, a close associate of Georg A. Whist (CEO): 238,009 shares.
* H & M Hinderaker & Myklebust AS, a close associate of Ivar Hansson Myklebust
(chair of the Board): 38,000 shares.
* Ivar Hansson Myklebust (chair of the Board): 4,000 shares.
* Gunnar Koløen (CFO): 18,745 Shares held in his personal VPS account and 8,755
shares held via Saxo Bank as nominee.
* HMG AS, a close associate of Harald Mathias Gram (Head of Projects and IR):
22,500 shares.
* Harald Mathias Gram (Head of Projects and IR): 2,349 shares.
* Børre Mathisen (COO): 27,035 shares.
* Christine Rødsæther (Board member): 18,745 shares.
* Nils Kristoffer Gram (Board member): 3,000 shares.
* Ida Elisabeth All Gram, a close associate (spouse) of Nils Kristoffer Gram
(Board member): 8,486 shares.
* Peter Dybwad Gram (Group Founder): 1,586 shares.
* Kathleen Locke, a close associate of Alaisdair Locke (Board member): 50,000
shares.
* Felix Liby Whist, a close associate of Georg A. Whist (CEO): 1,995 shares.
* Cathinka Liby Whist, a close associate of Georg A. Whist (CEO): 1,995 shares.
* Søren Alexander Liby Whist, a close associate of Georg A. Whist (CEO): 1,995
shares.
Please see the enclosed forms for further details about the transactions.
Members of the Company's executive management have taken part in the Company's
share option program (the "Share Option Program") and the Company's long term
investment program (the "LTIP"). Further details of the terms and conditions for
the Share Option Program and the LTIP are set out in section 5.7 of the offer
document dated 23 May 2024 (the "Offer Document").
In accordance with the Transaction Agreement (as defined in the Offer Document),
and independent transaction agreements with each of the Share Option Program and
LTIP participants, each of the following members of the executive management has
accepted a settlement in cash for all of their share options and LTIP rights:
* Georg A. Whist (CEO): 231,189 matching shares under the LTIP and 400,000
unexercised share options in GCC.
* Gunnar Koløen (CFO): 74,514 matching shares under the LTIP and 120,000
unexercised share options in GCC.
* Harald Mathias Gram (Head of Projects and IR): 35,142 matching shares under
the LTIP and 120,000 unexercised share options in GCC.
* Børre Mathisen (COO): 31,194 matching shares under the LTIP and 160,000
unexercised share options in GCC.
After the settlement of the LTIP and Share Option Program, each of the Share
Option Program and LTIP participants of the executive management holds zero
share options and zero rights under the LTIP.
For further details about the LTIP transactions, please see the enclosed forms.
A separate notice will be issued for the Share Option Program, as the
consideration per share option is subject to final calculations.
Among the aforementioned shareholders, the following will at completion of the
Offer cross below notifiable holdings thresholds set out in section 4-2 of the
Norwegian Securities Trading Act, as specified below:
* F. Laeisz GmbH's holding of shares and votes in the Company will decrease from
28.41% to 0%, and accordingly cross below the notifiable holdings thresholds of
25/20/15/10 and 5%. F. Laeisz GmbH is ultimately controlled by Nikolaus H.
Schües.
* AL Maritime Holding Pte Ltd's holding of shares and votes in the Company will
decrease from 12.40% to 0%, and accordingly cross below the notifiable holdings
thresholds of 10 and 5%. AL Maritime Holding Pte Ltd is ultimately controlled by
the Bunnemann family, including Clivia Breuel and Nicolaus Bunnemann.
* Glenrinnes Farms Limited's holding of shares and votes in the Company will
decrease from 7.47% to 0%, and accordingly cross below the notifiable holdings
threshold of 5%. Glenrinnes Farms Limited is ultimately controlled by Alasdair
Locke.
* Harald Mathias Gram's holding of shares and votes in the Company, owned
directly by him personally and indirectly through HM Gram Investments III
Limited, HM Gram Enterprises Limited and HMG AS, will decrease from 6.12% to 0%,
and accordingly cross below the notifiable holdings threshold of 5%. HM Gram
Investments III Limited, HM Gram Enterprises Limited and HMG AS are ultimately
controlled by Harald Mathias Gram.
About Gram Car Carriers ASA:
GCC is the world's third-largest tonnage provider within the Pure Car Truck
Carriers (PCTCs) segment with 17 vessels, across the Distribution, Mid-size and
Panamax segments. The Company serves as a trusted provider of high-quality
vessels and logistics solutions ensuring safe, efficient and punctual shipment
of vehicles for a network of clients comprising of major global and regional
PCTC operators.
This information is subject to the disclosure requirements in Regulation EU
596/2014 (MAR) article 19 number 3 and sections 4-2 and 5-12 of the Norwegian
Securities Trading Act.