Prospectus. Havyard Group ASA

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1 Prospectus Havyard Group ASA (a Norwegian public company limited by shares organised under the laws of Norway) Initial public offering of between 4,200,000 and 6,250,000 Offer Shares at an Application Price of NOK per share, with an application period from 12 th of June to 19 th of June 2014 at 16:00 hours (CET) and listing of all the shares in Havyard Group ASA on Oslo Stock Exchange, alternatively Oslo Axess This prospectus (the Prospectus ) relates to, and has been prepared in connection with (i) the offering (the Offering ) of between 4,200,000 and 6,250,000 shares (the Offer Shares ) from an existing shareholder (the Selling Shareholder ) of Havyard Group ASA (the Company, and together with its consolidated subsidiaries, Havyard Group or the Group ), and (ii) the listing and admission to trading (the Listing ) of the Company s shares (the Shares ) on Oslo Børs, alternatively on Oslo Axess, both being regulated markets operated by Oslo Børs ASA ("Oslo Børs"). The Offering consists of (a) a private placement to (i) to institutional and professional investors in Norway, (ii) to investors outside Norway and the United States subject to applicable exemptions from local prospectus or other filing requirements, and (iii) in the United States, to "qualified institutional buyers" ("QIBs") as defined in, and in reliance on, Rule 144A ("Rule 144A") under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") (the "Institutional Offering"), and (b) a retail offering to the public in Norway (the "Retail Offering"). All offers and sales outside the United States will be made in compliance with Regulation S under the U.S. Securities Act ( Regulation S ). Investing in the Company involves material risks and uncertainties. See Section 2 Risk factors. Managers Fearnley Securities AS Global Coordinator and Global Bookrunner Arctic Securities ASA Joint Manager and Bookrunner This Prospectus is dated 10 th of June 2014

2 Important information Please refer to Section 14 Definitions and glossary of terms for definitions of terms used throughout this Prospectus, which also apply to the preceding pages. This Prospectus has been prepared in order to provide information about Havyard Group and its business in relation to the Offering and the Listing, and to comply with the Norwegian Securities Trading Act of June 29, 2007 no. 75 (the Norwegian Securities Trading Act ) and related secondary legislation, including EC Commission Regulation (EC) no. 809/2004 implementing Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive 2010/73/EU) regarding information contained in prospectuses (the Prospectus Directive ). This Prospectus has been prepared solely in the English language, with a summary translated into Norwegian. The Company has furnished the information in this Prospectus. The Company and the Selling Shareholder have engaged Fearnley Securities AS and Arctic Securities ASA as managers (the "Managers") for the Offering and the Listing. Neither the Company, the Selling Shareholder nor the Managers have authorised any other person to provide investors with any other information related to the Listing and neither the Company, the Selling Shareholder nor the Managers will assume any responsibility for any information other persons may provide. Unless otherwise indicated, the information contained herein is current as of the date hereof and the information is subject to change, completion and amendment without notice. In accordance with Section 7-15 of the Norwegian Securities Trading Act, every significant new factor, material mistake or inaccuracy that is capable of affecting the assessment of the Shares arising after the time of approval of this Prospectus and before the date of listing of the Shares on Oslo Børs will be published and announced promptly as a supplement to this Prospectus. Neither the publication nor distribution of this Prospectus shall under any circumstances create any implication that there has been no change in the Group s affairs since the date hereof or that the information herein is correct as of any time since its date. An investment in the Company involves inherent risks. Potential investors should carefully consider the risk factors set out in Section 2 Risk factors in addition to the other information contained herein before making an investment decision. An investment in the Company is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of their entire investment. Investors should be aware that they may be required to bear the financial risks of an investment in the Shares for an indefinite period of time. The contents of this Prospectus are not to be construed as legal, business or tax advice. Each prospective investor should consult with its own legal adviser, business adviser and tax adviser as to legal, business and tax advice. In the ordinary course of their respective businesses, the Managers and certain of their respective affiliates have engaged, and will continue to engage, in investment and commercial banking transactions with the Group. The Shares are subject to restrictions on transferability and resale under applicable securities legislation of certain jurisdictions and may not be transferred or resold except as permitted under applicable securities laws and regulations. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Without limiting the manner in which the Company may choose to make any public announcements, and subject to the Company s obligations under applicable law, announcements relating to the matters described in this Prospectus will be considered to have been made once they have been received by Oslo Børs and distributed through its information system. The distribution of this Prospectus and the offer and sale of the Offer Shares in certain jurisdictions may be restricted by law. An overview of certain of these restrictions is provided in Section 4.10 Restrictions on sale and transfer of this Prospectus. The Company, the Selling Shareholder and the Managers require persons in possession of this Prospectus or considering applying for Offer Shares to inform themselves about, and to observe, any such restrictions. This Prospectus does not constitute an offer of, or an invitation to apply or purchase, any of the Offer Shares in any jurisdiction in which such offer or application or purchase would be unlawful. No one has taken any action that would permit a Offering of the Shares or the Offer Shares to occur outside of Norway. Furthermore, the restrictions and limitations listed and described herein are not exhaustive, and other restrictions and limitations in relation to the Offering and/or the Prospectus that are not known or identified by the Company, the Selling Shareholder and the Managers at the date of this Prospectus may apply in various jurisdictions as they relate to the Prospectus. This Prospectus and the Offering shall be governed by, and construed in accordance with, Norwegian law. The courts of Norway, with Oslo City Court as legal venue, shall have exclusive jurisdiction to settle any dispute which may arise out of, or in connection with, the Offering, the Listing or this Prospectus. ii

3 TABLE OF CONTENTS 1 SUMMARY RISK FACTORS Risks relating to the industry in which the Group operates Risks factors relating to the Group and its business Risks relating to the Group s financial situation Risks relating to the Shares RESPONSIBILITY STATEMENTS The Board of Directors of the Company The Selling Shareholder OFFERING AND LISTING INFORMATION General information about the Listing and the Offering Information about the shares admitted to the Listing Terms of the Offering Admission to trading and dealing arrangements The Selling Shareholder Lock-up arrangements Shares following the Offering Dilution Publication of information relating to the Listing and the Offering Restrictions on sale and transfer GROUP, BUSINESS AND INDUSTRY OVERVIEW Group overview The Design & Solutions division The Ship Technology division The Power & Systems division The Fish Handling and Refrigeration division Financial and other holdings Quality, safety, and HSE policies Property, plant and equipment Research and development and patents Environmental issues Material contracts and licences Significant events after the end of the last reporting period Trend information and other factors that may affect the operations of Havyard Group New products and/or services Basis for statements regarding competitive position Significant external factors MARKET OVERVIEW Introduction Demand for the Group s products and services Supply and competitive situation BOARD OF DIRECTORS, MANAGEMENT AND EMPLOYEES Board of Directors Corporate assembly Executive officers and management Loans and guarantees Conflicts of interests and other disclosures Employees SELECTED FINANCIAL INFORMATION Overview and basis of presentation Summary financial information iii

4 8.3 Condensed consolidated financial information Segment information Comments to the financial situation, statements and cash flows INVESTMENTS AND CAPITAL RESOURCES Investments Working capital Capitalisation and indebtedness Funding and treasury policies Borrowings Non-current assets Taxation of the company SHARES, SHARE CAPITAL AND SHAREHOLDERS MATTERS Overview of the share capital Share capital development Shareholder structure Authorization to increase the share capital and to issue Shares Other financial instruments Shareholder agreements The Articles of Association Certain aspects of Norwegian corporate law Dividend policy Corporate governance SECURITIES TRADING IN NORWAY Trading of equities Settlement Information, control and surveillance Shareholder register, the VPS and transfer of Shares Foreign investment in Norwegian shares Disclosure obligations Insider trading Mandatory offer requirement Compulsory acquisition Foreign exchange controls TAXATION Norwegian taxation of shareholders in the Company; overview Norwegian shareholders Non-Norwegian Shareholders Duties on transfer of Shares ADDITIONAL INFORMATION Related party transactions Disputes Incorporation by reference Documents on display Confirmation regarding sources Statements regarding expert opinions DEFINITIONS AND GLOSSARY OF TERMS iv

5 APPENDICES Appendix 1: Application form for the Retail Offering Appendix 2: Articles of Association in Norwegian, with office translation into English Appendix 3: First quarter 2014 report Appendix 4: Financial accounts for 2013 (IFRS, with comparative 2012 figures) Appendix 5: Financial accounts for 2012 (NGAAP, with comparative 2011 figures) v

6 1 SUMMARY Summaries are made up of disclosure requirements known as Elements. These elements are numbered in Sections A E (A.1 E.7). This summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of not applicable. Section A Introduction and warnings A.1 Warning to prospective investors Prospective investors should be warned that: this summary should be read as introduction to the Prospectus; any decision to invest in the securities should be based on consideration of the prospectus as a whole by the investor; where a claim relating to the information contained in the prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the prospectus before the legal proceedings are initiated; and civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus or it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities. A.2 Consent to use of prospectus by financial intermediaries Not applicable Section B - Issuer B.1 Legal and commercial name Havyard Group ASA, being the group parent company for the companies referred to as Havyard Group B.2 Domicile, legal form, etc. Havyard Group ASA is a Norwegian public company limited by shares organised under the laws of Norway, with registration number B.3 Nature of operations and Havyard Group is a group of companies whose principal business is to deliver ship designs, ship equipment and 1

7 activities B.4 The most significant recent trends affecting the issuer and the industries in which it operates construction of advanced vessels for offshore oil service, fishing and fish farming for shipyards and shipowners worldwide. Havyard Group delivers products and services within the complete value chain from vessel design to support of vessels in operation. Havyard Group s business is to supply maritime technologies and maritime construction, primarily for use in vessels for use in offshore support, fisheries and aquaculture. Havyard Group experiences a continuous and satisfactory demand for its products and services. However, as in many parts of the maritime and offshore industries, there is also a strong focus on cost and competitiveness, where Havyard Group faces tough competition from other suppliers, both locally and internationally. B.5 Group description Havyard Group ASA is the group parent company for the companies referred to as Havyard Group. The group has active subsidiaries incorporated in Norway, Poland, and Croatia, as well as sales representation in China and Brazil. The principal place of business is in Fosnavåg, Norway. B.6 Persons with notifiable interest B.7 Selected historical key financial information As of the date of this Prospectus, Havyard Group has been notified of two shareholders with notifiable interest, being Havila Holding AS who holds 83.33% of its shares and Geir Johan Bakke AS who holds 5.28% its shares (net of treasury shares). The following financial information has been extracted from the audited consolidated financial statements for the years ended 31 December 2013, 2012 and 2011, which are appended to this Prospectus. Year ended 31 December (audited, NOK million) Quarters Q and 2013 (not audited, NOK million) Q IFRS 2013 IFRS Q IFRS 2012 IFRS 2012 NGAAP 2011 NGAAP Statement of comprehensive income Total revenues 430 1, ,427 1,645 1,346 EBITDA EBIT Profit for the period Statement of financial position Total non-current assets Total current assets Total assets 1,628 1,533 1,318 1,383 1,298 1,095 2

8 Total equity Non-current liabilities Current liabilities Total equity and liabilities 1,628 1,533 1,318 1,383 1,298 1,095 Statement of cash flows Operating activities, net Investing activities, net Financing activities, net Net change in cash and equivalents Cash and equivalents at period end, including restricted cash Significant subsequent changes Since 31 March 2014, the date of the latest financial statements, significant changes in Havyard Group s financial position have mainly been caused by the following factors: A short term investment in the amount of NOK 46 million was realised at cost price on 14 May The divestment gives a positive liquidity effect for the Group. On 4 June 2014, the Company agreed to take up a bond loan in an amount of NOK 150 million, expected to be settled on 13 June B.8 Pro forma financial information Not applicable B.9 Profit forecasts Not applicable B.10 Auditor qualifications No qualifications were expressed by auditors in respect of the accounts for 2013, 2012, or B.11 Working capital In the view of the Company, Havyard Group has sufficient working capital for its present requirements, being understood as its requirements over the next minimum 12 months from the date of this Prospectus. Section C - Securities C.1 Type and class of securities offer and admitted to trading C.2 Currency of the securities issue The securities being admitted to trading by means of this Prospectus are ordinary shares of the Company, being referred to as the Shares, and being registered under ISIN NO , and which include the Offer Shares. The currency for the Shares, including the Offer Shares, is Norwegian Kroner (NOK). 3

9 C.3 Number of shares and par value C.4 Rights attached to the securities C.5 Restrictions on free transferability As of the date of this Prospectus, the Company s share capital is NOK 1,126,416 divided into 22,528,320 shares of nominal value NOK 0.05 each. All the Shares are authorised, issued and fully paid up. The Shares carry voting rights and the right to receipt of dividends when such are declared. The holders of the Shares also have a right to share in any surplus assets available for distribution in a winding up of the Company. The Company s Shares are freely transferable. C.6 Application for listing Application for listing of the Company s shares on Oslo Børs (including Oslo Axess) was made on 6 June The application will be considered, and admission to listing is expected to be granted subject to certain conditions, in a meeting of the Board of Oslo Børs on 18 June No application has been made for the listing of any of the Company s securities on other markets than Oslo Børs (including Oslo Axess). C.7 Dividend policy The Company intends to distribute a 50% to 75% of its net profit as dividends to its shareholders. Dividends will be paid quarterly. The Company paid approx. NOK 60 million in dividends in 2011, approx. NOK 25 million in 2012, and approx. NOK 25 million in 2013, corresponding to NOK 2.70, 1.13 and 1.13 per share respectively (adjusted for share split). The Company s Board of Directors has stated its intention to propose an extraordinary dividend to be paid in 2014 in an amount of NOK 50 to 70 million (corresponding to between approximately NOK 2.20 and NOK 3.10 per Share), subject to applicable resolution and available free liquidity. Section D - Risks D.1 Key risks specific to the issuer or its industry Prospective investors should consider, among other factors, the following risks relating to the market in which Havyard Group operates: Uncertainties in demand for maritime technologies and maritime construction; Competition and potential oversupply of global yard capacity; Risks of significant market disruptions. 4

10 Prospective investors should consider, among other factors, the following risks related to Havyard Group and its business: Availability of contracts with satisfactory margins; Margin pressure, cost overruns, and delays; Contractual risks; Dependence on external suppliers; Guarantee claims and performance guarantees; Counterparty risks; Abuse of intellectual property; Risks of accidents, injury and damage to property; Risk of environmental damage; Availability of adequate insurance; Availability of key personnel; Losses on investment. Prospective investors should consider, among other factors, the following risks related to the Group s financial situation: General financial risks; Availability of funding; The Group is dependent on sufficient construction loans to operate; The Group is dependent on managing its market risk and foreign currency risk. D.3 Key risks specific to the securities Prospective investors should consider, among other factors, the following risks related to the securities described herein: The market price of the securities of Havyard Group may fluctuate significantly in response to a number of factors; Future sales of securities by Havyard Group s major shareholders or by any of the primary insiders may depress the price of the securities; Liquidity in the Shares may be limited; Holders registered under nominee may not be able to exercise all of their shareholder rights, including voting rights; Shareholders not participating in potential future issues 5

11 may be diluted; There may be limitations on the ability for investors to make claim against Havyard Group; Investors outside Norway bear an additional currency exchange risk on the shares. Section E Offer E.1 Proceeds and expenses The shares offered in the Offering are being offered by the Selling Shareholder, being existing shareholder of the Company. All proceeds will be for the benefit of such Selling Shareholder. The expenses related to the Offering will be borne by the Company. E.2 Reasons for the offer and use of proceeds The reason for the Offering is to invite new shareholders into the Company in connection with the listing of the Company s shares. E.3 Terms and conditions The following key terms and conditions apply to the Offering: Offer Shares: between 4,200,000 and 6,250,000 ordinary shares of Havyard Group ASA Application Price: NOK Application period: From 12 th of June to 19 th of June 2014 at 16:00 CET Delivery and payment: Expected to take place on or about 24 th of June 2014, where after the Offer Shares applied for will become tradable from 26 th of June 2014 on Oslo Børs under the trading symbol HYARD Overallotment: The Managers may elect to over-allot up to 420,000 Additional Shares, for which an option has been granted by the Lending Shareholders (being Havyard Group ASA and Geir Johan Bakke AS) to Fearnley Securities AS (on behalf of the Managers) to purchase such shares. As part of the Offering, there will be a Retail Offering where the following additional terms and conditions apply: Minimum application: 300 shares, corresponding to NOK 10,800 Maximum application: Equivalent of NOK 999,999, corresponding to 27,777 shares Discount: Each applicant in the Retail Offering who is allotted shares will be given a discount of NOK 1,500 on his 6

12 or her overall allocation. In case of multiple applications by an applicant, the discount will only be applied once. The following conditions apply for completion of the Offering: Full application for the minimum number of Shares offered Sufficient number of applications to qualify for listing on Oslo Børs or Oslo Axess Consent of lenders to Havila Holding AS to release the Offer Shares (which are pledged in favour of such lenders), expected to be granted no later than 20 th June 2014 Approval of listing application, expected to be granted on 18 th June E.4 Material interests and conflicts Havyard Group is not aware of particular material conflicts of interest in relation to the Offering. Fearnley Securities AS and Arctic Securities ASA act as managers for the Offering, and have an interest in the Public Offer based on their fee which will be earned on the amount of Offer Shares being applied for. The managers are not aware material conflicts in relation to the Offering. E.5 Selling persons and lockup The Offer Shares are being offered by Havila Holding AS, and the Additional Shares are being made available by Lending Shareholders (being Havyard Group ASA and Geir Johan Bakke AS). Following the Offering, if fully applied for, Havila Holding AS will be the single largest shareholder with an ownership of approximately 54% in the Company. Havila Holding AS and key management will be subject to a 12 month lock-up agreement following the Offering. E.6 Dilution effects The Offering does not give rise to any dilution of ownership by shareholders. E.7 Expenses charged to the investor No expenses will be charged to the investor by Havyard Group in connection with the Offering. 7

13 2 RISK FACTORS Investing in the Company s shares involves inherent risks. Before deciding whether or not to invest, a prospective investor should consider carefully all of the information set forth in this Prospectus, and in particular, the specific risk factors set out below. The investment is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of the investment. If any of the risks described below materialise, individually or together with other circumstances, they may have a material adverse effect on the Group s business, revenues, financial condition, results of operations and/or cash flow, which may cause a decline in the value and trading price of the Shares as well as impairing the Company's ability to meet its obligations under its financial indebtedness of the Company and which could result in a loss of all or part of any investment in the Shares. The order in which the risks are presented below is not intended to provide an indication of the likelihood of their occurrence nor of their severity or significance. It should also be noted that the risks presented herein are based on the legislation in force at the date of this prospectus and that future amendments to applicable law may affect the assessment of risk factors. 2.1 Risks relating to the industry in which the Group operates Demand for maritime technologies and maritime construction The demand for maritime technologies and maritime construction depends on underlying industries that are vulnerable to external factors outside of the Group s control. In particular, the demand for offshore supply vessels is dependent on the activity in the oil and gas industries, which are in turn dependent on oil and gas prices and factors including, but not limited to, worldwide economic and political conditions, levels of supply and demand, the policies of OPEC (the Organization of Petroleum Exporting Countries), advances in exploration and development technology, and the availability and exploitation of alternate fuel sources. The demand for vessels within fisheries and aquaculture is dependent on regulatory frameworks and other factors. A decline in the demand for maritime technologies and maritime construction will have a negative impact on the demand for the Group s products, technologies and services Competition and potential oversupply of yard capacity Maritime construction is a highly competitive and labour intensive industry. There are a large number of suppliers of maritime construction in several regions of the world, many of which benefit from lower labour costs. Yard contracts are traditionally awarded on a competitive bid basis, where intense price competition is one of the primary factors, together with the quality and technical capability of service and equipment. There can be no assurance that the Group will maintain its ability to compete successfully against other suppliers with a lower cost base, which could have a negative impact on the demand for the Group s products, technologies and services Risks of significant market disruptions Significant disruptions in the world financial markets, changes in regulations, and factors contributing to instability in financial and commercial markets such as war, military tension and terrorist attacks, political and economic instability or other similar factors could have a negative effect on the Group s business and results of operations in the future. 8

14 2.2 Risks factors relating to the Group and its business Availability of contracts with satisfactory margins The Group is dependent on successfully competing for, and winning, contracts offering a satisfactory profit margin in order to maintain revenues and profitability. The contracts are entered into in a competitive market where the Group competes on product quality, overall service offering, financing, and price. A deterioration of the Group s ability to deliver competitive products, technologies and services could have a significant adverse effect on the Group s business and results of operations in the future Margin pressure, cost overruns, and delays The products and services offered by the Group are characterised by complex projects with a high technological content and highly customised orders. When entering into contracts, the Group has risks on its margin between the agreed fixed price of the finished product or service, and the costs involved in completing such product or service. In particular, when constructing new or customised products, there is an element of uncertainty involved in the cost or time involved in such construction which may have a significant adverse effect on the Group s results of operations Contractual risks In addition to the contractual risk elements described throughout this section 2, there is a risk of contracts being terminated by the Group's clients. The contractual regulation of the client's right to terminate is in accordance with industry practice. In case of termination for default, the Group will be liable for the costs incurred prior to termination in addition to its own loss of profit. Further, the Group generally seeks to limit the overall liability for breach of contract. The majority of the Group's contracts include a provision on limitation of liability, but this is not achievable in all contract negotiations. A rightful claim for breach of contract could have a significant adverse effect on the Group s business and results of operations in the future Dependence on external suppliers The Group make use of third party suppliers, manufacturers and service providers. Third party suppliers, manufacturers and service providers, some of which (including the Turkish hull manufacturer Cemre) have been important long term providers. The Group does not, however, view its ability to operate as dependent on any specific such provider, and believes that the potential inability of any such provider to provide products or services to the Group would not have a material effect on the Group as other suppliers could be found. A failure by one or more of these third parties to satisfactorily provide the agreed equipment or services on time may have an adverse impact on the Group s ability to perform its obligations under building contracts. These risks could result in reduced revenue or, in some cases, significant losses for the Group, which would have a material adverse effect on the Group s financial position and/or results of operations Guarantee claims and performance guarantees When supplying maritime technologies and maritime construction, in particular when supplying newbuild vessels, the Group provides a guarantee for the product for a specified period of time after delivery. The Group makes allocation for such guarantees in its accounts. There can be no assurance that the allocations made will be sufficient to meet any potential guarantee claims, and a rightful claim could have a material adverse effect on the Group s financial position Counterparty risks By the nature of the business in maritime construction, the Group receives payments from its clients in accordance with agreed milestones where a significant part of the payment will be made upon delivery of the product. If at such time the client is unable or unwilling to make payment, the 9

15 Group will be exposed to the value of the product and may not be able to earn the contracted revenue under the contract. Although the Group seeks to mitigate such risk by contracting with financially sound counterparties and, in particular for the shipbuilding contracts by having the final payment secured by bank guarantee or other secured financing, there could be situations where a failure by clients to make payments could have a material adverse effect on the Group s financial position and/or results of operations Abuse of intellectual property A significant part of the Group s revenues is derived from the sale of products, technologies and services with important elements of intellectual property rights (IPR) developed by the Group. The Group s strategy for IPR protection has so far not included registration of such IPR, as the Group has relied on offering clients and attractive combination of design and associated expertise at competitive prices, and also to some extent on the protection given under the Norwegian Marketing Practices Act and similar foreign legislation. Still, there is always a risk that the Group s IPR may be abused in a manner which could have a material adverse effect on the Group s competitive position and hence on its results of operations in the future. Furthermore, the Group may be faced with allegations of third party IPR infringements performed by the Group Risk of accidents, injury and damage to property The Group is involved in business activities which could lead to accidents, injury to personnel, and damage to property, despite of the focus on safety. If such accidents, injury or damage were to occur, there may be risk that insurance will not adequately cover the responsibility of the Group. Any such claim could have a material adverse effect on the Group s financial position and/or results of operations Risk of environmental damage Parts of the business of the Group, in particular the maritime construction business, involve activities and substances which could represent risk of environmental damage. In particular, the Group's properties in Leirvik have suffered from contaminated soil, which was discovered in Measures have been taken to reduce and contain the pollution. The contamination has been registered in the Norwegian Environment Agency's official database, and is classified as "acceptable degree of pollution" given the current land and recipient use. There is suspicion of emission of substances to the ground, but this has not been confirmed through analysis and the case is not closed. Upon changes in the conditions or the knowledge of the pollution at the property, pollution authorities may impose the Group to effectuate measures to remove or reduce the effect of the pollution. Pollution and environmental damage may generally not be fully insurable. Any pollution or environmental damage could lead to disruptions in the Group s production and could have a material adverse effect on the Group s financial position and/or results of operations Availability of adequate insurance The Group has procured adequate insurance coverage for its operation risks in line with market practice, including but not limited to insurance for personnel, property and liability. Further, the Group holds a general builder's all risk insurance for the construction work undertaken by its subsidiary Havyard Ship Technology AS under which individual projects are specifically insured. The Group s insurance policies and contractual rights to indemnity may not adequately cover the Group s losses, or may have exclusions of coverage for some losses. In line with industry practice, the Group does not have insurance coverage or rights to indemnity for all risks. If a significant 10

16 accident or other event occurs which is not fully covered by insurance or contractual indemnity, it could adversely affect the financial position, results of operations and cash flows of the Group Availability of key personnel The Group s ability to continue to attract, retain and motivate key personnel, and other senior members of the management team and experienced personnel will have an impact on the Company s operations. The market demand for skilled personnel is high, and the loss of the services of one or more of these individuals without adequate replacements or the inability to attract new qualified personnel at a reasonable cost could have a material adverse effect. If competition for qualified personnel were to intensify in the future, the Group may experience increases in costs or limits on operations Losses on investments As part of its business, the Group takes financial investment in assets and companies, and may also provide loans to clients. In the event of declining values of the assets or companies in which the Group invests, or in the event of a client s inability or unwillingness to repay its debt, the Group has the risk that the value of its investments or loans will be reduced, which could have a material adverse effect on the Group s financial position and/or results of operations. 2.3 Risks relating to the Group s financial situation General financial risk The Group's primary sources of liquidity in addition to the operational cash flows have been equity capital, debt financing raised through several minor loans related to projects and a NOK 300 million loan facility with Sparebank 1 SMN. The Group monitors and manages the financial risks related to the operations of the Group through internal reports and analysis. However, the Group is exposed to various risks such as market risk (including currency risk, fair value interest rate risk and price risk), credit risk, liquidity risk and cash flow interest rate risk, and no assurances can be given that the monitoring of such risks will be adequate or sufficient. The Group s credit and borrowing facilities are structured in short term debt instruments. Although such debt instruments contain few or no covenants and are customarily secured in accordance with the market practise for these types of financing, there can be no assurance that the Group will be able to meet such covenants relating to current or future indebtedness contained in its funding agreements or that its lenders will extend waivers or amend terms to avoid any actual or anticipated breaches of such covenants. Failure to comply with its financial and other covenants may have an adverse effect on the Group s financial condition, and also potential increased financial costs, requirements for additional security or cancellation of loans Availability of funding The Group is dependent upon having access to short term funding. There can be no assurance that the Group may not experience net cash flow shortfalls exceeding the Group s available funding sources nor can there be any assurance that the Group will be able to raise new equity, or arrange new borrowing facilities, on favourable terms and in amounts necessary to conduct its ongoing and future operations, should this be required The Group is dependent on sufficient construction loans to operate The Group is dependent upon securing construction loans. As for the loan commitment with Sparebank 1 SMN, the commitment is made to Havyard Group AS and/or Havyard Ship Technology AS in the aggregate maximum amount of NOK 300 million for furnishing of multiple vessels at the Leirvik yard. The maximum aggregate amount may be increased to up to NOK 600 million if the 11

17 Norwegian Export Credit Agency (GIEK) provides guarantee(s) amounting to at least 50 % of the total aggregate amount. The loan commitment requires customary securities for this type of financing, i.e. such as vessel mortgage, assignments of earnings and insurances Market risk management and foreign currency risk management NOK is the functional currency of the Company and all its subsidiaries. The Group is exposed to foreign currency risks related to its operations. The Group s expenses are primarily in NOK and EUR. As such, the Group s earnings are exposed to fluctuations in the foreign currency market for NOK in relation to EUR. To mitigate this risk, the Company has implemented hedging arrangements, and uses the foreign currency spot and forward market to buy foreign currencies. Contracts are entered into when treasury finds it in line with the overall currency risk strategy. 2.4 Risks relating to the Shares The market price of the Shares may fluctuate significantly in response to a number of factors The share price of publicly traded companies can be highly volatile. The price at which the Shares may be quoted and the price which shareholders may realise for their Shares will be influenced by a large number of factors, some specific to the Group and its operations and some which may affect the industry as a whole or stock exchange listed companies generally. These factors include those referred to in this Section 2 Risk factors, as well as the Group s financial performance, the impact of shareholders being released from lock-in restrictions, stock market fluctuations and general economic conditions. Share price volatility arising from such factors may adversely affect the value of an investment in the Shares. The market price of the Shares may not reflect the underlying value of the Group s net assets. The trading price of the Shares could fluctuate significantly in response to a number of factors beyond the Group s control, including, but not limited to, quarterly variations in operating results, adverse business developments, changes in financial estimates and investment recommendations or ratings by securities analysts, or any other risk discussed herein materializing or the anticipation of such risk materializing. In recent years, the global stock markets have experienced extreme price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies. Those changes may occur without regard to the operating performance of these companies. The price of the Company s Shares may therefore fluctuate based upon factors that have little or nothing to do with the Group, and these fluctuations may materially affect the price of its Shares Future sales of Shares by the Company s major shareholder or any of its primary insiders may depress the price of the Shares The market price of the Shares could decline as a result of sales of a large number of Shares in the market or the perception that such sales could occur, or any sale of Shares by any of the Company s major shareholders or primary insiders from time to time. Such sales, or the possibility that such sales may occur, might also make it more difficult for the Company to issue or sell equity securities in the future at a time and at a price it deems appropriate. To mitigate this risk, certain shareholders have entered into lock-up agreements for a period of 12 months Liquidity of the Shares Following the Offering, at least 1/3 of the share capital of the Company will be controlled by one shareholder, Havila Holding AS. This may limit the Shares liquidity in the trading market, which 12

18 could have an adverse effect on the then prevailing market price for the Shares. In addition, the interests of the largest shareholder will not necessarily always be aligned with minority shareholders of the Company Shareholders may not be able to exercise their voting rights for Shares registered in a nominee account Beneficial owners of the Shares that are registered in a nominee account or otherwise through a nominee arrangement (such as through brokers, dealers or other third parties) may not be able to exercise voting rights and other shareholder rights as readily as shareholders whose Shares are registered in their own names with the VPS prior to the Company s General Meetings. The Company cannot guarantee that beneficial owners of the Shares will receive the notice for a general meeting in time to instruct their nominees to either effect a re-registration of their Shares or otherwise vote their Shares in the manner desired by such beneficial owners. Any persons that hold their shares through a nominee arrangement should consult with the nominee to ensure that any Shares beneficially held are voted in the manner desired by such beneficial owner Dilution Shareholders not participating in future share issues may be diluted. Should the Company decide on an issue of securities with preferential rights for existing shareholders, such rights may not be available for shareholders in the U.S. and in any other jurisdictions where delivery of such rights may be restricted or be subject to registration filings or similar. Should such rights not be available for shareholders, these shareholders will not be able to realise any potential profits on subscription rights or preferential allocation rights, and these shareholders may be diluted as a result. The Company may in the future issue warrants and/or options to subscribe for Shares, including (without limitation) to certain advisers, employees, directors, senior management and consultants. The exercise of such warrants and/or options would result in dilution of the shareholdings of other investors Limitations on the ability to make claims against the Company The Company is a Norwegian public company limited by shares organised under the laws of Norway. The Company s directors and executive officers are residents of Norway. As a result, it may be difficult for investors in other jurisdictions to affect service of process upon the Company, its affiliates or its directors and executive officers in such other jurisdictions or to enforce judgments obtained in other jurisdictions against the Company, its affiliates or its directors and executive officers risk The Company s investors outside of Norway are subject to exchange rate The Shares are traded in NOK and any investor outside of Norway, who wishes to invest in the Shares, or to sell Shares, will be subject to an exchange rate risk which may cause additional costs to the investor. 13

19 3 RESPONSIBILITY STATEMENTS 3.1 The Board of Directors of the Company The Board of Directors of Havyard Group ASA accepts responsibility for the information contained in this Prospectus. The members of the Board of Directors confirm that, after having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. Fosnavåg, 10 th of June 2014 The Board of Directors of Havyard Group ASA Per R. Sævik (Chairperson of the Board) Torill Haddal (Board member) Hege Sævik Rabben (Board member) Vegard Sævik (Board member) Svein Asbjørn Gjelseth (Board member) Jan-Helge Solheim (Board member) Petter Thorsen Frøystad (Board member) 3.2 The Selling Shareholder Havila Holding AS, being the Selling Shareholder in respect of the Offer Shares, confirms that the Offer Shares upon delivery will be free of any liens or encumbrances. Fosnavåg, 10 th of June 2014 For and on behalf of Havila Holding AS Per Rolf Sævik Managing Director 14

20 4 OFFERING AND LISTING INFORMATION 4.1 General information about the Listing and the Offering Background Havyard Group has, since the takeover by Havila Holding AS in 2000, been growing from about NOK 500 million in annual turnover to about NOK 2,000 million. To secure the further growth and to develop the Group along the strategy established, Havila Holding AS resolved to place a part of its shareholding and to apply for the listing of the Company s shares on Oslo Børs (or Oslo Axess). As part thereof, the Offering is being made to invite a broader group of investors to purchase shares of the Company Proceeds, expenses, and use of proceeds The Offering is being made as a sale of existing shares from the Selling Shareholder, and will not result in any proceeds to the Company. The aggregate proceeds to such Selling Shareholder, if fully applied for, will amount to approximately NOK 151 to 225 million. The fees and expenses related to the Offering, if fully applied for, are expected to be approximately NOK 4.50 to 6.75 million and will be borne by the Company. Fees are calculated on the basis of a management fee of 1.25% and an application fee of 1.75% calculated the actual applied and allocated amount Advisors Fearnley Securities AS and Arctic Securities ASA are Managers for the Company in connection with the Listing and the Offering. Wikborg, Rein & Co Advokatfirma DA acts as legal advisor to the Company in relation to the Offering. Advokatfirmaet Schjødt AS acts as legal advisor to the Managers and Deloitte AS has provided transaction services to the Managers Interests of natural and legal persons involved As the Selling Shareholder (cf. section 4.5), Havila Holding AS has an interest in the Offering through its interest in receiving the proceeds from the sale. As shareholders of Havila Holding AS, the board members Per R. Sævik (10 %), Vegard Sævik (30 %, cf. section 7.1.3) and Hege Sævik Rabben (30 %, cf. section 7.1.3) have an indirect interest in the Offering. The Managers and their affiliates may have interests in the Offer Shares as they have provided from time to time, and may in the future provide, investment and commercial services to the Company and its affiliates in the ordinary course of their respective businesses, for which they may have received and may continue to receive customary fees and commissions. The Managers, their employees and any affiliate may currently own existing Shares in the Company. The Managers will receive a commission in connection with the Offering and, as such, have an interest in the Offering. Reference is made to Section above. Other than as set out above, the Company is not aware of any interest of any natural or legal persons involved in the Offering, including conflicting ones, that is material to the Offering. 4.2 Information about the shares admitted to the Listing The following main terms are applicable to the Shares being subject to the Listing. A more detailed overview of the share capital of Havyard Group ASA and the rights attached to the Shares is provided in Section 10 Shares, share capital and shareholders matters. Type and class of the Shares... Ordinary shares in Havyard Group ASA, ISIN NO

21 Legislation under which the Shares are created... Form of securities... Rights attached to the Shares. The Shares are ordinary shares in Havyard Group ASA pursuant to the Articles of Association and in accordance with Norwegian law. The Company s register of shareholders are maintained in VPS, with Nordea Bank Norge ASA as the registrar for the Company s shares. All Shares are entitled to dividends, if so declared, and there are no particular restrictions applicable on payment of dividends to non-residents of Norway. Any dividends will be declared in NOK. All Shares are entitled to one vote in a general meeting of the shareholders. Shareholders have pre-emptive rights in offers for subscription of new shares unless the right is revoked by the general meeding with 2/3 majority (or by the board where authorised by a 2/3 majority). All Shares have the right to their pro-rata share in profits and any surplus in the event of liquidation. Restrictions on transferability.. Rules on mandatory takeover bids, squeeze-out and sellout.. Public takeover bids... Withholding tax... The Shares are not subject to restrictions on transferability. See Section 11.9 Compulsory acquisition. The Shares have not been subject to any mandatory takeover bids. Under current Norwegian tax regulations applicable to Havyard Group ASA, tax may be withheld in Norway in respect of dividends paid by Havyard Group ASA to non-norwegian Shareholders. No withholding tax is imposed as an effect of the Offering being made, nor by the listing of the Offer Shares. 4.3 Terms of the Offering The Selling Shareholder is offering to sell between 4,200,000 and 6,250,000 Offer Shares, each with a par value of NOK The Offering comprises: a) An Institutional Offering, in which Offer Shares are being offered to (i) institutional investors and professional investors in Norway, (ii) to investors outside Norway and the United States subject to applicable exemptions from local prospectus or other filing requirements, and (iii) in the United States, to QIBs as defined in, and in reliance on Rule 144A under the U.S. Securities Act; in each case subject to a lower limit per application of an amount of NOK 1,000,000. b) A Retail Offering, in which Offer Shares are being offered to the public in Norway subject to a lower limit per application of an amount of NOK 10,800, and an upper limit per application of an amount of NOK 999,999 for each investor. Each investor being allocated shares in the Retail Offering will receive a discount of NOK 1,500 on its aggregate amount payable for the Offer Shares allocated to such investor. Investors who intend to place an order in excess of an amount of NOK 999,999 must do so in the Institutional Offering. Multiple applications by one applicant in the Retail Offering will be treated as one application with respect to the maximum application limit and the discount. All offers and sales outside the United States will be made in compliance with Regulation S of the U.S. Securities Act. 16

22 This Prospectus does not constitute an offer of, or an invitation to purchase, the Offer Shares in any jurisdiction in which such offer or sale would be unlawful. For further details, see Important Information and Section 4.10 Restrictions on sale and transfer. The following terms apply to the Offering, under which the Offer Shares will be offered for sale by the Selling Shareholder. Unless otherwise specified, the terms set out below apply to both the Institutional Offering and the Retail Offering. Conditions for the offer... Completion of the Offering is conditional upon the following conditions being met: Full application for the minimum amount of the offer; Sufficient number of applications being received to qualify for the admission to listing on Oslo Børs or Oslo Axess; Consent being granted by lenders to Havila Holding AS, the Selling Shareholder, to release the Offer Shares (which are pledged in favour of such lenders), such consent currently expected to be granted by the relevant bank and bondholders no later than 20 th June 2014; Approval of listing application by the Board of Oslo Børs, such approval expected to be granted on 18 th of June Amount of the offer... Application period... Time period and application process in the Institutional Offering... A total of between 4,200,000 to 6,250,000 Offer Shares are offered in the Offering. The application period for both the Institutional Offering and the Retail Offering will be from 09:00 CET on 12 th of June 2014 to 16:00 on 19 th of June 2014, both dates inclusive. The application period might be extended, but no longer than 24 th of June, subject to the announcement thereof on the notification system of Oslo Børs. Investors' orders in the Institutional Offering must be submitted to one of the Managers before the expiration of the application period at the following address: Fearnley Securities AS, P.O.Box 1158 Sentrum, N-0107 Oslo, Norway, fax Arctic Securities ASA, P.O. Box 1833 Vika, N-0123 Oslo, Norway, fax All orders in the Institutional Offering will be treated in the same manner regardless of which Manager the order is placed with. Any orally placed order in the Institutional Offering will be binding upon the investor and subject to the same terms and conditions as a written order. The Managers can, at any time and in their sole discretion, require the investor to confirm any orally placed order in writing. Orders made may be withdrawn or amended by the investor at any time up to the close of the application period. At the close of the application period, all orders that have not been withdrawn or amended are irrevocable and constitute binding applications by the investor to buy and subscribe Offer Shares allocated by the Issuer to the investor. Accordingly, by placing an order, as amended if applicable, and by not having withdrawn such order prior to close of the application period, the investor irrevocably (a) confirms its request to buy such number of Offer Shares allocated to the investor up to the number of Offer Shares 17

23 covered by the order, and (b) authorises and instructs each of the Managers (or someone appointed by them) to take all actions required to ensure delivery of such Offer Shares to the investor. Time period and application process in the Retail Offering.. In order to apply for Offer Shares in the Retail Offering, an application form (a copy of which is appended hereto as appendix 1) must be correctly and completely filled out, signed, submitted to and received by the Managers before the expiration of the application period at the following address: Fearnley Securities AS, P.O.Box 1158 Sentrum, N-0107 Oslo, Norway, fax Arctic Securities ASA, P.O. Box 1833 Vika, N-0123 Oslo, Norway, fax Applicants who are Norwegian residents with a Norwegian personal identification number may also apply for Offer Shares through the VPS online application system (or by following the link on or which will redirect the applicant to the VPS online application system). All online applicants must verify that they are Norwegian residents by entering their national identification number (Norwegian: personnummer ). If multiple applications are received in respect of an applicant, each application will be treated as an individual application. Neither Havyard Group, the Selling Shareholder, nor the Managers may be held responsible for delays in the mail system or application forms sent by fax not being received in time by the Manager. The applicant is responsible for the correctness of the information inserted in the application form. No text must be added to the application form other than in the designated fields. Application forms received after the end of the application period and/or application forms being incorrect or incomplete may be disregarded at the sole discretion of the Company or the Managers without notice. Investors who wish to apply must have a VPS account and a bank account with a Norwegian bank in order to apply for and be allotted shares in the Offering. If an investor does not have a VPS account, this can be established through the Managers or a Norwegian bank. To apply for shares, the investor must satisfy the applicable requirements pursuant to the Money Laundering Act No. 41 of 20 June 2003 and associated regulations. The investor is responsible for complying with applicable identification verification requirements, and each investor is encouraged to complete any such required procedures as early as possible in the application period. Insufficient identification may lead to the application being disregarded. Revocation or suspension of the Offering... Mechanism of allocation and possibility to reduce number of applications... The board resolution for the Offering does not provide for situations under which the Offering can be revoked or suspended. In the Institutional Offering the Selling Shareholder, together with the Managers, will determine the allocation of Offer Shares. An important aspect of the allocation principles is the desire to create an appropriate long-term shareholder structure for the Issuer. The allocation principles will, in accordance with customary practice for institutional placements, include factors such as premarketing and management road-show participation and feedback, timeliness of the order, price level, relative order size, sector knowledge, investment history, perceived investor quality and investment 18

24 horizon. The Selling Shareholder and the Managers further reserve the right, at their sole discretion, to take into account the creditworthiness of any applicant. The Selling Shareholder may also set a maximum allocation or decide to make no allocation to any applicant. No Offer Shares have been reserved for any specific national market. In the Retail Offering, no allocations will be made for a number of Offer Shares representing an aggregate Offer Price of less than NOK 10,800 per applicant, however, all allocations will be rounded down to the nearest number of whole Offer Shares and the payable amount will hence be adjusted accordingly provided that no allocation will in any event be made for an amount of less than NOK 10,800. In the Retail Offering, allocation will at the outset be made on a pro rata basis using the VPS' automated simulation procedures and/or other allocation mechanism. The Issuer further reserves the right to limit the total number of applicants to whom Offer Shares are allocated if the Issuer deems this to be necessary in order to keep the number of shareholders in the Issuer at an appropriate level and such limitation does not have the effect that any conditions for the listing regarding number of shareholders will not be satisfied. If the Issuer should decide to limit the total number of applicants to whom Offer Shares are allocated, the applicants to whom Offer Shares are allocated may be determined on a random basis by using the VPS's automated simulation procedures and/or other random allocation mechanism. All applications in the Retail Offering will at the outset be registered and given allocation as set forth herein, subject to that in the event of the number of Retail Applications exceeds 1,000; the Selling Shareholder reserves the right to limit the number of allocation by means of drawing lots. Minimum application in the Institutional Offering... The Institutional Offering is subject to a lower limit per application of an amount of NOK 1,000,000. Investors in Norway who intend to place an application for less than NOK 1,000,000 must do so in the Retail Offering. Investors who wish to apply must have a VPS account and a bank account with a Norwegian bank in order to apply for and be allotted shares in the Offering. If an investor does not have a VPS account, this can be established through the Managers or a Norwegian bank. To apply for shares, the investor must satisfy the applicable requirements pursuant to the Money Laundering Act No. 41 of 20 June 2003 and associated regulations. The investor is responsible for complying with applicable identification verification requirements, and each investor is encouraged to complete any such required procedures as early as possible in the application period. Insufficient identification may lead to the application being disregarded. Withdrawal of applications... Investors' applications for Offer Shares in the Institutional Offering, after the end of the application period, are irrevocable. Applications in the Retail Offering are irrevocable and binding for the investor when received by a Manager. Method of payment and settlement in Institutional Offering... Settlement and delivery of Offer Shares in the Institutional Offering will be done by way of delivery versus payment of Offer Shares on or about 25 th June Non-paying investors will remain fully liable for payment of the Offer Shares 19

25 allocated to them. If payment is not received by the payment due date, the Issuer and the Managers reserve the right to re-allot, cancel or reduce the allocation or otherwise dispose of the allocated Offer Shares in accordance with and to the fullest extent permitted by applicable Norwegian laws. The Selling Shareholder and the Managers may choose to transfer the Offer Shares allocated to such applicants to a VPS account operated by one of the Managers for transfer to the non-paying investor when payment of the Offer Shares is received. In such case, the Managers reserve the right without further notice, to sell or assume ownership of such Offer Shares if payment has not been received by the third day after the payment due date. If Offer Shares are sold on behalf of the investor, such sale will be for the investor's account and risk (however so that the investor shall not be entitled to profits therefrom, if any) and the investor will be liable for any loss, costs, charges and expenses suffered or incurred by the Issuer and/or the Joint Bookrunners as a result of or in connection with such sales, and the Issuer and/or the Managers may enforce payment of any amount outstanding in accordance with Norwegian law. For late payment, interest will accrue on the amount due at a rate equal to the prevailing interest rate under the Norwegian Act on Interest on Overdue Payments of 17 December 1976, no. 100, which, at the date of this Prospectus was 9.50% per annum. The Offer Shares will be delivered in registered book-entry form in VPS. Method of payment and settlement in the Retail Offering... In completing an application form, each applicant in the Retail Offering will authorise the Managers to debit the applicant s Norwegian bank account for the total amount due for the shares allocated to him or her. The applicant s bank account number must be stated on the application form. Accounts will be debited on or about 24 th of June 2014 for the shares allocated. Sufficient funds must be available in the bank account from 23 rd of June Applicants who do not have a Norwegian bank account must either establish such account or contact the Managers to arrange for payment of the application amount. It is the sole responsibility of such applicants to contact the Manager sufficiently early and to take the necessary steps to arrange for timely payment. Neither the Managers nor the Company assume any responsibility for the consequences of an applicant s failure to arrange for payment of the application amount. Should any applicant have insufficient funds in his or her account, or should payment be delayed for any reason, or should it be impossible to debit the account, interest will be payable on the amount due at a rate equal to the prevailing interest rate under the Norwegian Act on Interest on Overdue Payments of 17 December 1976 No At the date of this Prospectus, such rate is 9.5% per annum. The Managers reserve the right, but shall have no obligation, to make two debits through 26 th of June 2014 if there are insufficient funds on the debiting date. Should payment not be made when due, the Managers reserve the right, at the risk and cost of the applicant, to cancel the application and to re-allot or otherwise dispose of the allocated shares, on such terms and in such manners as the Managers may decide in accordance with applicable law. The original applicant will remain liable for payment of the application price, together with any interest, costs, charges and expenses accrued, and the Managers may enforce payment for any such amount outstanding. The purchase of the Offer Shares from the Selling Shareholder is expected 20

26 to take place on 25 th of June 2014 and the Offer Shares are expected to be transferred on the same date. Subject to receipt of payment from each applicant, delivery of the Offer Shares is expected to take place on 25 th of June The Offer Shares will be delivered in registered book-entry form in VPS. Announcement... Pre-allotment disclosure... Announcement of the completion of the Offering will be made on Oslo Børs upon completion, expected to be made on or about 20 th of June It has provisionally been assumed that approximately 10% of the Offer Shares will be allocated to the Retail Offering. No claw-back arrangement is in place for the Offer Shares. With the exception of the Offer Shares allocated to applicants in the Retail Offering, there is no other predetermined preferential treatment to any class of investors or affinity groups. Allocation will be independent on which manager the application is received by. A minimum allocation of shares corresponding to a subscription amount of NOK 10,800 will be applied. Allocation of Offer Shares will take place on or about 20 th of June Notification of allocation... The allocation will be communicated to each applicant who has been allotted shares by means of a letter from Nordea Bank Norge ASA, Verdipapirservice, in its capacity as the Company s registrar. The letter will state the number of shares allotted and the corresponding amount to be paid. The letter is expected to be sent on or about 20 th of June The allotted Offer Shares will not be transferable until they have been fully paid and registered at the applicant s account in VPS. Over-allotment / green shoe. In connection with the Offering, the Managers may elect to over-allot up to 420,000 Additional Shares, equalling up to 10% of the minimum number of Offer Shares, and in order to permit the delivery in respect of overallotments made, Fearnley Securities AS may, pursuant to a lending option entered into with the Lending Shareholders (being Havyard Group ASA and Geir Johan Bakke AS), require the Lending Shareholders to lend to Fearnley Securities AS (on behalf of the Managers) up to a total of 420,000 Additional Shares. Further, pursuant to an over-allotment option, the Lending Shareholders have granted Fearnley Securities AS (on behalf of the Managers) an option to purchase up to 420,000 Additional Shares, exercisable within a period commencing on the first day of trading in the Shares on Oslo Stock Exchange (or Oslo Axess) and expiring 30 days after the commencement of trading in the Shares. To the extent that the Managers have over-allotted Shares in the Offering, the Managers have created a short position in the Shares. Fearnley Securities AS (on behalf of the Managers) may close out this short position by buying Shares in the open market through stabilisation activities and/or by exercising the over-allotment option. Pricing... The application price for Offer Shares in the Offering is fixed at NOK per share. No expenses or taxes are charged to the applicants for their application in the Offering. Applicants who participate and are allotted shares in the Retail Offering will be given a discount of NOK 1,500 for their aggregate application (being calculated as the sum, if applicable, of multiple applications). Potential disparity between the To the knowledge of Havyard Group ASA, no member of administrative, 21

27 application price and cost to related persons... management or supervisory bodies or senior management have acquired shares in Havyard Group ASA during the past year, or have rights to acquire such shares, at a share price which is lower than the application price applied in the Offering, except as set forth below: Chap AS, a company controlled by the Mr. Karl Eirik Frøysa Hansen who is the Chief Accounting Officer of the Company, acquired 81,800 shares in December 2013 at a price corresponding to NOK per share; and Lobema AS, a company controlled by Mr. Kenneth Pettersen who is the Chief Operating Officer of the Company, acquired 81,800 shares in December 2013 at a price corresponding to NOK per share. Managers... The Managers of the Offering are Fearnley Securities AS (P.O.Box 1158 Sentrum, N-0107 Oslo) and Arctic Securities ASA (P.O.Box 1833 Vika, N Oslo). Depository agent... Underwriting... Nordea Bank Norge ASA, Verdipapirservice, P.O.Box 1166, N-0107 Oslo, Norway. No underwriting or guarantee for the full application of the Offering is being provided. 4.4 Admission to trading and dealing arrangements The following main terms apply to the listing of the shares. Listing of the Offer Shares... In its meeting on 30 th of April 2014, the Board of Oslo Børs resolved to approve the application for listing of the shares of the Company, subject to approval of a valid listing prospectus and subject to documentation of sufficient share distribution. Due to the Company s subsequent decision to issue a new bond loan prior to listing (as further set out in Section herein), an updated application was made for listing on 6 June The updated application is to be considered in a meeting of the Board of Oslo Børs on 18 June The Company expects that such updated application will be approved at that date and that the same conditions will apply. This Prospectus serves to meet the condition for a valid listing prospectus. Subject to the full conditions being met, the Offer Share will become tradable on Oslo Børs under the trading symbol HYARD. The first trading date for the Shares is expected to be 26 th June No arrangements have been made for the trading of the Offer shares on other regulated markets. Market maker arrangements... Stabilisation arrangements... Havyard Group ASA does not have arrangements with entities to provide market making or similar activities. Fearnley Securities AS, acting as stabilisation manager on behalf of the Managers, may, upon exercise of a lending option for over-allotment of Additional Shares in the Offering, from the first day of listing effect transactions with a view to supporting the market price of the Shares at a level higher than what might otherwise prevail, through buying Shares in the open market at prices equal to or lower than the Application Price. There is no obligation on the stabilisation manager to conduct stabilisation activities and there is no assurance that stabilisation activities will be 22

28 undertaken. Such stabilisation activities, if commenced, may be discontinued at any time and will in any event be brought to an end at the latest 30 calendar days after the first days of listing. Any stabilisation activities will be conducted in accordance with Section 3-12 of the Norwegian Securities Trading Act and the EC Commission Regulation 2273/2003 regarding buy-back programmes and stabilisation of financial instruments. The Lending Shareholders and the Managers have agreed that the profit, if any, resulting from stabilisation activities conducted by the stabilisation manager (on behalf of the Managers), will be for the account of the Managers up to a ceiling of 2% calculated on the shares so acquired multiplied by the Application Price, and that any profit over and above this amount shall be for the account of Havyard Group ASA (being one of the Lending Shareholders). Within one week after the expiry of the 30 calendar day period of price stabilisation, the stabilisation manager will publish information as to whether or not stabilisation activities were undertaken, and in case of such activities, about (i) the total amount of Shares sold and purchased, (ii) the dates on which the stabilisation period began and ended, (iii) the price range between which stabilisation was carried out, as well as the highest, lowest and average prices paid during the stabilisation period, and (iv) the date at which stabilisation activities last occurred. It should be noted and understood that stabilisation activities might result in market prices that are higher than those that would otherwise prevail. 4.5 The Selling Shareholder The Offer Shares are being offered for application by new investors by the Selling Shareholder. The following information is provided about the Selling Shareholder. Name and address of the Selling Shareholder; shares offered by each Selling Shareholder... All of the Offer Shares, between 4,200,000 to 6,250,000 Shares of the Company, are being offered by Havila Holding AS (Mjøstadneset, N-6092 Fosnavåg, Norway). The Additional Shares are being made available by the Lending Shareholders, being Havyard Group ASA (Mjølstadneset, N-6099 Fosnavåg, Norway) and Geir Johan Bakke AS (Mjølstadneset, N-6099 Fosnavåg, Norway). Lock-up arrangements... Following the Offering, the Selling Shareholder and certain other shareholders of the Company will be subject to a lock-up period of 12 months, as set forth in Section 4.6 below. With regard to the Selling Shareholder, the undertaking described therein allows for the sale of Shares in the Offering. 4.6 Lock-up arrangements Following the Offering, the Selling Shareholder and the persons listed below will be subject to lockup restrictions: Person Position Included entities Havila Holding AS Selling Shareholder - Geir Johan Bakke CEO of the Company Geir Johan Bakke AS 23

29 Idar Fuglseth CFO of the Company Kenneth Pettersen COO of the Company Lobema AS Gunnar Larsen SPV, Market and Business Development Karl Eirik Frøysa Hansen CAO of the Company Chap AS Tor Leif Mongstad EVP, Sales & International Network Stig Mange Espeseth EVP, Havyard Design & Solutions Johan Rune Bakke EVP, Havyard Power & Systems Pursuant to the lock-up undertakings, the Selling Shareholder and the persons listed above have undertaken not to sell, pledge, lend or otherwise dispose of any shares in the Company or to enter into swap agreements or other agreements with a similar economic effect to a transfer of shares in the Company for a period of twelve months starting the first day of listing without the priort written consent of the Managers, which consent shall not be unreasonably withheld. 4.7 Shares following the Offering The Offering does not give rise to the issuance of new shares of the Company. The number of shares of the Company following the Offering will be unchanged at 22,528,320 shares, each with a par value of NOK Dilution The Offering comprises existing shares of the Company and therefore does not give rise to any dilution of ownership by shareholders not participating. 4.9 Publication of information relating to the Listing and the Offering In addition to press releases, which will be posted on the Company s website, the Company will use the Oslo Børs information system to publish information relating to the Listing and the Offering Restrictions on sale and transfer This Prospectus does not constitute an offer of, or an invitation to purchase any of the Offer Shares in any jurisdiction in which such offer or sale would be unlawful. No one has taken any action that would permit a Offering of Shares to occur outside of Norway. Accordingly, neither this Prospectus nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. The Company and the Managers require persons in possession of this Prospectus to inform themselves about and to observe any such restrictions. The Offer Shares may be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable securities laws and regulations. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. The following is a summary of certain selling and transfer restrictions that may apply to the Offer Shares pursuant to legislation in certain jurisdictions. The contents do not constitute an exhaustive description of all selling and transfer restrictions that may apply in such jurisdictions, and similar or other restrictions may also follow from applicable laws and regulations in other jurisdictions Selling restrictions United States The Offer Shares have not been and will not be registered under the U.S. Securities Act and may not be offered or sold except (i) within the United States to QIBs as defined in, and in reliance on, Rule 144A or (ii) to certain persons in offshore transactions in compliance with Regulation S under the U.S. Securities Act, and in accordance with any applicable securities laws of any state or 24

30 territory of the United States or any other jurisdiction. Accordingly, each Manager has agreed that it has not offered or sold, and will not offer or sell, any of the Offer Shares at any time other than to QIBs in the United States in accordance with Rule 144A or outside of the United States in compliance with Rule 903 of Regulation S. Transfer of the Offer Shares will be restricted and each purchaser of the Offer Shares in the United States will be required to make certain acknowledgements, representations and agreements, as described in Section Transfer restrictions United States. Any offer or sale in the United States will be made by broker-dealers registered under the US Exchange Act which are either affiliates of one of the Managers or broker-dealers to which one of the Managers have a contractual relationship. In addition, until 40 days after the commencement of the Offering, an offer or sale of Offer Shares within the United States by a dealer, whether or not participating in the Offering, may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A of the U.S. Securities Act and in connection with any applicable state securities laws Selling restrictions United Kingdom Each Manager has represented, warranted and agreed that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received by it in connection with the issue or sale of any Offer Shares in circumstances in which section 21(1) of the FSMA does not apply to the Company; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to everything done by it in relation to the Offer Shares in, from or otherwise involving the United Kingdom Selling restrictions European Union / European Economic Area In relation to each Member State of the EU/EEA which has implemented the Prospectus Directive (each, a "Relevant Member State"), an offer to the public of any Offer Shares may not be made in that Relevant Member State, other than the offers contemplated by this Prospectus in Norway once this Prospectus has been approved by the Norwegian FSA and published in accordance with the Prospectus Directive as implemented in Norway, except that an offer to the public of any Offer Shares in a Relevant Member State may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in the Relevant Member State: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100, or if the Relevant Member State has implemented the relevant provision of the Directive 2010/73/EU, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Shares shall result in a requirement for the publication by the Company or any Manager of a prospectus pursuant to Article 3 of the Prospectus Directive or supplement to a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes hereof, the expression "offer to the public" in relation to any Offer Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to 25

31 decide to purchase any Offer Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State Selling restrictions other jurisdictions The Offer Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into Japan, Australia, Singapore, Switzerland, Hong Kong or any other jurisdiction in which it would not be permissible to offer the Offer Shares. In jurisdictions outside the United States and the EU/EEA where the Offering would be permissible, the Offer Shares will only be offered pursuant to applicable exemptions from prospectus requirements in such jurisdictions Transfer restrictions United States The Offer Shares have not been and will not be registered under the U.S. Securities Act and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Terms defined in Rule 144A or Regulation S shall have the same meaning when used in this Section. Each purchaser of the Offer Shares outside the United States pursuant to Regulation S will be deemed to have acknowledged, represented and agreed that it has received a copy of this Prospectus and such other information as it deems necessary to make an informed decision and that: The purchaser is authorised to consummate the purchase of the Offer Shares in compliance with all applicable laws and regulations. The purchaser acknowledges that the Offer Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority or any state of the United States, and are subject to significant restrictions on transfer. The purchaser is, and the person, if any, for whose account or benefit the purchaser is acquiring the Offer Shares was located outside the United States at the time the buy order for the Offer Shares was originated and continues to be located outside the United States and has not purchased the Offer Shares for the benefit of any person in the United States or entered into any arrangement for the transfer of the Offer Shares to any person in the United States. The purchaser is not an affiliate of the Company or a person acting on behalf of such affiliate, and is not in the business of buying and selling securities or, if it is in such business, it did not acquire the Offer Shares from the Company or an affiliate thereof in the initial distribution of such Shares. The purchaser is aware of the restrictions on the offer and sale of the Offer Shares pursuant to Regulation S described in this Prospectus. The Offer Shares have not been offered to it by means of any "directed selling efforts" as defined in Regulation S. The Company shall not recognise any offer, sale, pledge or other transfer of the Offer Shares made other than in compliance with the above restrictions. The purchaser acknowledges that the Company, the Selling Shareholder, the Managers and their respective advisers will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements. 26

32 Each purchaser of the Offer Shares within the United States pursuant to Rule 144A acknowledges, represents and agrees that it has received a copy of this Prospectus and such other information as it deems necessary to make an informed investment decision and that: The purchaser is authorized to consummate the purchase of the Offer Shares in compliance with all applicable laws and regulations. The purchaser acknowledges that the Offer Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state of the United States and are subject to significant restrictions to transfer. The purchaser (i) is a QIB (as defined in Rule 144A), (ii) is aware that the sale to it is being made in reliance on Rule 144A and (iii) is acquiring such Offer Shares for its own account or for the account of a QIB, in each case for investment and not with a view to any resale or distribution of the Offer Shares, as the case may be. The purchaser is aware that the Offer Shares are being offered in the United States in a transaction not involving any Offering in the United States within the meaning of the U.S. Securities Act. If, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Offer Shares, as the case may be, such shares may be offered, sold, pledged or otherwise transferred only (i) to a person whom the beneficial owner and/or any person acting on its behalf reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A, (ii) in accordance with Regulation S, (iii) in accordance with Rule 144 (if available), (iv) pursuant to any other exemption from the registration requirements of the U.S. Securities Act, subject to the receipt by the Company of an opinion of counsel or such other evidence that the Company may reasonably require that such sale or transfer is in compliance with the U.S. Securities Act or (v) pursuant to an effective registration statement under the U.S. Securities Act, in each case in accordance with any applicable securities laws of any state or territory of the United States or any other jurisdiction. The purchaser is not an affiliate of the Company or a person acting on behalf of such affiliate, and is not in the business of buying and selling securities or, if it is in such business, it did not acquire the Offer Shares from the Company or an affiliate thereof in the initial distribution of such Shares. The Offer Shares are "restricted securities" within the meaning of Rule 144A (3) and no representation is made as to the availability of the exemption provided by Rule 144 for resale of any Offer Shares, as the case may be. The Company shall not recognise any offer, sale pledge or other transfer of the Offer Shares made other than in compliance with the above-stated restrictions. The purchaser acknowledges that the Company, the Selling Shareholder, the Managers and their respective advisers will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements. 27

33 5 GROUP, BUSINESS AND INDUSTRY OVERVIEW 5.1 Group overview Havyard Group is an international provider of maritime technology, with focus on ship designs, maritime construction, maritime equipment, and equipment for fish processing. Dating its history back to 1928, the Group is based in Norway with additional presence in several other geographic regions. Havyard Group has been privately owned by Havila Holding AS, controlled by the Sævik family, since the year 2000 when it was purchased from Kværner. Over the years since that acquisition, Havyard Group has expanded significantly in terms of revenues, earnings, and product range. The growth has been generated in a combination of organic growth and business consolidation, with more than 20 companies having been established or acquired to provide a complete and fitting service offering. Havyard Group has over the years transferred a large part of the actual production of ships to external providers located in more cost effective regions, and has developed a business concept with focus on the more competence oriented and specialized production in Norway Object and business strategy The object of Havyard Group, as stated in the by-laws of the parent company Havyard Group ASA, is to invest, directly or indirectly, in the maritime industry, including shipbuilding, as well as to oversee sales, agency business, commission business, operations, and other services to related companies. The vision of the Havyard Group is Improving Life at Sea, which is intended to motivate all companies and persons within the Group to improve the situation for everyone involved in the operation of vessels constructed with a Havyard Group design or equipped with Havyard Group equipment, be it shipowners, charterers, crew, onshore employees or others Companies in the Havyard Group Havyard Group is a group of companies with Havyard Group ASA as the group parent company. Havyard Group ASA is a Norwegian public limited company registered in the Norwegian Registry of Business Enterprises with company registration number Havyard Group ASA has its registered business address at Mjølstadneset, N-6099 Fosnavåg, Norway, with telephone number (+47) Havyard Group ASA was incorporated on 2 June The business of the Havyard Group is divided into four divisions, each under a separate holding company under the group parent company, being: Havyard Design & Solutions, providing designs and system packages for external and internal vessel construction; Havyard Ship Technology, providing construction, conversion and repair of vessels, with focus on advanced offshore support vessels and vessels for use in fisheries and aquaculture; Havyard Power & Systems, providing a broad range of advanced ship technologies; Havyard Fish Handling and Refrigeration, providing equipment and systems for the safe and efficient handling of fish in fishing vessels, live fish carriers and on seafood shore plants. 28

34 In addition, as a related business activity the Havyard Group has certain financial holdings which are held directly under the group parent company or under the subsidiary Havyard Ship Invest AS. The chart below provides an overview of the companies comprising the Havyard Group. Havyard Group ASA is the parent company and majority owner of the shares in the various subsidiaries of the Group. Havyard Group ASA provides management functions and has the purpose of giving support to its subsidiaries regarding overall strategy, finance, logistics, profiling and other support functions. The table below sets forth key data relevant to each group company in the Havyard Group, not including the companies that are non-consolidated: Name Domicile, Reg. no. Function Havyard Group ASA Norway, Parent company Havyard Design & Solutions AS Norway, Design & Engineering Havyard Power & Systems AS Norway, Power & Systems Havyard Fish Handling & Refrigeration AS Norway, Fish Handling Havyard MMC Refrigeration AS Norway, Fish Refrigeration Havyard MMC Fish Handling AS Norway, Fish Handling MMC Green Technology AS Norway, Ships equipment MMC Peru SAC Havyard Production & Services SP. Zoo Peru Norwegian registered foreign (Polish) company, Production and sale of equipment related to fish handling and refrigeration Ships installation Havyard Ship Invest AS Norway, Ships investment Havyard Ship Technology AS Norway, Shipbuilding 29

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