Pressreleases
Notice to shareholders : postponement of deadline for registration of attendance to the EGM
Apr 11 2018
Amsterdam (the Netherlands)/ Bergen (Norway), 11 April 2018. Reference is made to the notice of an extraordinary general meeting ("EGM")of Oceanteam ASA ("Oceanteam" or "Company") to be held on 13 April 2018 concerning the proposal to refinance the Company and the letter to the shareholders and attached presentation ("Presentation") of 10 April 2018.
The deadline for registering attendance expired on 10 April at 12:00.
As of today at 08:00 the Company had received notice of attendance (either in person or by proxy) from shareholders representing a total of 15 796 067 shares, equalling 53,4% of the total outstanding shares in the Company.
Of these shares a total of at least 5 438 007 (representing 34,4%) have voted against the refinancing proposal from the board under items 6, 9 and 10 to, inter alia, convert the FRN Oceanteam ASA Senior Callable Bond Issue, with ISIN NO 001 066201.8 (the "Bond Loan")to equity.
This entails, inter alia, that the proposal from the board to convert the Bond Loan into equity will not obtain sufficient support at the EGM.
In addition, the Company's settlement offer to Haico and Hessel Halbesma for their claims towards the Company has been rejected and despite several attempts of the Company to proceed with the negotiations, no progress could be reached.
Both of the above are, among others, each an individual condition for the refinancing proposal.
As stated in the letter to the shareholders yesterday, a refinancing of the Company is the only solution that can make the Company solvent and enable the Company to avoid a bankruptcy. The only refinancing alternative available to the Company at the moment is the one presented in the Presentation. The board sees no alternative than to file for bankruptcy, if it becomes clear that the conditions for the refinancing proposal will not be fulfilled.
Due to the severity of the situation the board is however of the opinion that the shareholders that have not registered to attend, and the shareholders that have registered for attendance by proxy and voted against the refinancing proposal (items 6, 7, 9, and 10) should be given one last opportunity to reconsider their position.
The board has therefore decided to postpone the deadline for registration of attendance to the EGM to Thursday 12 April at 16:00 CET. The board urges all shareholders to register for attendance either in person or by proxy and that they vote in favour of items 6, 7, 9 and 10. The shareholders that have already registered and voted against items 6, 7, 9 and 10 are encouraged to reconsider their decision and amend their voting instructions within the new deadline set out above.
The board does however reiterate that if, after the extended deadline, it becomes clear that either of the above stated conditions are not satisfied the board will file for bankruptcy on Friday 13 April 2018 and the EGM will not take place.
The board refers to the Proposal for further details of the refinancing proposal and the revised proposal under item 6 on the agenda for the EGM is attached to this press release.
About Oceanteam ASA
The Company is comprised of two operating segments, Oceanteam Shipping and Oceanteam Solutions. Oceanteam Shipping owns, charters and manages deep-water offshore support vessels and fast support vessels. Oceanteam Solutions' focus is to provide its clients with complete offshore solutions. Oceanteam ASA has been active in the industry as an offshore solutions provider for over twelve years.
For more information: www.oceanteam.no
For further information about Oceanteam ASA please contact:
CEO (Interim) Meindert van Genderen: +31 20 53 57 570 meindert@oceanteam.nl
CFO Jos van Dijk: +31 20 53 57 570 jos@oceanteam.nl
As of today at 08:00 the Company had received notice of attendance (either in person or by proxy) from shareholders representing a total of 15 796 067 shares, equalling 53,4% of the total outstanding shares in the Company.
Of these shares a total of at least 5 438 007 (representing 34,4%) have voted against the refinancing proposal from the board under items 6, 9 and 10 to, inter alia, convert the FRN Oceanteam ASA Senior Callable Bond Issue, with ISIN NO 001 066201.8 (the "Bond Loan")to equity.
This entails, inter alia, that the proposal from the board to convert the Bond Loan into equity will not obtain sufficient support at the EGM.
In addition, the Company's settlement offer to Haico and Hessel Halbesma for their claims towards the Company has been rejected and despite several attempts of the Company to proceed with the negotiations, no progress could be reached.
Both of the above are, among others, each an individual condition for the refinancing proposal.
As stated in the letter to the shareholders yesterday, a refinancing of the Company is the only solution that can make the Company solvent and enable the Company to avoid a bankruptcy. The only refinancing alternative available to the Company at the moment is the one presented in the Presentation. The board sees no alternative than to file for bankruptcy, if it becomes clear that the conditions for the refinancing proposal will not be fulfilled.
Due to the severity of the situation the board is however of the opinion that the shareholders that have not registered to attend, and the shareholders that have registered for attendance by proxy and voted against the refinancing proposal (items 6, 7, 9, and 10) should be given one last opportunity to reconsider their position.
The board has therefore decided to postpone the deadline for registration of attendance to the EGM to Thursday 12 April at 16:00 CET. The board urges all shareholders to register for attendance either in person or by proxy and that they vote in favour of items 6, 7, 9 and 10. The shareholders that have already registered and voted against items 6, 7, 9 and 10 are encouraged to reconsider their decision and amend their voting instructions within the new deadline set out above.
The board does however reiterate that if, after the extended deadline, it becomes clear that either of the above stated conditions are not satisfied the board will file for bankruptcy on Friday 13 April 2018 and the EGM will not take place.
The board refers to the Proposal for further details of the refinancing proposal and the revised proposal under item 6 on the agenda for the EGM is attached to this press release.
About Oceanteam ASA
The Company is comprised of two operating segments, Oceanteam Shipping and Oceanteam Solutions. Oceanteam Shipping owns, charters and manages deep-water offshore support vessels and fast support vessels. Oceanteam Solutions' focus is to provide its clients with complete offshore solutions. Oceanteam ASA has been active in the industry as an offshore solutions provider for over twelve years.
For more information: www.oceanteam.no
For further information about Oceanteam ASA please contact:
CEO (Interim) Meindert van Genderen: +31 20 53 57 570 meindert@oceanteam.nl
CFO Jos van Dijk: +31 20 53 57 570 jos@oceanteam.nl