LAUNCH OF THE PROPOSED VOLUNTARY DELISTING OF VARD
12 November 2017
Trieste, November 13, 2017 – FINCANTIERI S.p.A. (“Fincantieri”) informs that its subsidiary, Fincantieri Oil & Gas S.p.A. ("Fincantieri O&G"), and Vard Holdings Limited ("Vard") have jointly announced that (i) Fincantieri O&G has submitted to Vard a proposal to seek the privatisation (the “Delisting Proposal”) of Vard by way of a voluntary delisting (the “Delisting”) from the Main Board of the Singapore Exchange Securities Trading Limited (the “SGX-ST”), and (ii) the Board of Directors of Vard has considered the Delisting Proposal and resolved to make an application to the SGX-ST for approval of the Delisting and to convene an extraordinary general meeting (the “EGM”) in due course to seek shareholder approval in respect of the resolution for the Delisting (the “Delisting Resolution”).
The Delisting is conditional upon (i) the SGX-ST agreeing to Vard’s application to delist, and (ii) the Delisting Resolution being approved at the EGM by a majority of at least 75 per cent., and not being voted against by 10 per cent. or more, of the total number of Vard shares held by shareholders present and voting.
Subject to the above conditions, Fincantieri O&G will make an exit offer for all the issued ordinary shares in Vard, other than those already owned, controlled or agreed to be acquired by Fincantieri O&G, its related corporations and their respective nominees (the “Exit Offer”).
Under the Exit Offer, Fincantieri O&G will offer the shareholders of Vard SGD 0.25 in cash for each Vard share tendered in acceptance of the Exit Offer, for a maximum consideration of SGD 60,943,572.50 (approx. EUR 38,500,000 at the current exchange rate) in case of full acceptance. The Offer will be financed through available financial resources.
Vard, a company listed on the Main Board of the SGX-ST, is one of the largest global shipbuilders of offshore and specialized vessels, with about 9,000 employees and nine shipyards in Norway, Romania, Brazil and Vietnam. Vard’s financial reports are available to the public at www.vard.com/investor/reportsandpresentations/Pages/default.aspx.
Fincantieri O&G currently holds 936,225,710 shares in Vard, equal to around 79.34 per cent. of Vard’s total issued share capital. The consolidated financial statements of the Fincantieri group has included Vard’s contributions since Fincantieri O&G’s 2013 acquisition of a majority stake in Vard.
The transaction does not impact the forecasts and the quantitative targets previously published by Fincantieri.