Term Sheet ISIN: NO FRN Marine Harvest ASA Senior Unsecured Open Bond Issue 2013/2018 (the Bonds or the Loan )

Transcription

1 Term Sheet ISIN: NO FRN Marine Harvest ASA Senior Unsecured Open Bond Issue 2013/2018 (the Bonds or the Loan ) Settlement date: Expected to be 12 March 2013 Issuer: Currency: Loan Amount / First Tranche: Borrowing Limit: Coupon rate: Margin: Settlement Date: Marine Harvest ASA NOK NOK 1,250 million NOK 1,500 million 3 months NIBOR + Margin, quarterly interest payments % p.a. Expected to be 12 March Notice is expected to be given to subscribers minimum two banking days prior to Settlement Date. Maturity Date: 12 March 2018 (5 years after Settlement Date) at price First interest payment day: Last interest payment day: Interest Payments: Price: Nominal value: Call option: Status of the Bonds: Purpose of the Loan: 12 June 2013 (3 months after Settlement Date) 12 March 2018 (5 years after Settlement Date) Interest on the Bonds will start to accrue on Settlement Date and shall be payable quarterly in arrears on the interest payment day in March, June, September and December each year. Day-count Fraction for coupon is act/360, Business Day Convention is modified following and Business Day is Oslo (par) The Bonds will have a nominal value of NOK 1,000,000 each. The Issuer will have an option at any time after the third and fourth anniversary of the Settlement Date to call all the outstanding bonds at and % respectively of the nominal value plus accrued interests. The call option to be exercised by giving no less than 30 days prior written notice. The Bonds shall rank at least pari passu with all other senior obligations of the Issuer other than obligations which are mandatorily preferred by law. The Bonds shall rank ahead of subordinated capital. The net proceeds from the Bond shall be used to part-finance the acquisition 1 (6)

2 of Morpol ASA and for general corporate purposes. Special Issues: During the term of the Bonds, the Issuer shall (unless the Trustee or the Bondholders meeting (as the case may be) in writing has agreed to otherwise) comply with inter alia the following general covenants: a) Mergers: The Issuer shall make sure that no Group Company shall carry out any merger or other business combination or corporate reorganization involving consolidating the assets and obligations of such Group Company with any other company or entity not being a member of the Group if such transaction would have a Material Adverse Effect; b) De-mergers: The Issuer shall make sure that no Group Company shall carry out any de-merger or other corporate reorganization involving splitting the Group Company into two or more separate companies or entities, if such transaction would have a Material Adverse Effect; c) Continuation of business: The Issuer shall not cease to carry on its business. The Issuer shall further ensure that no other Group Company shall cease to carry on its business, if such transaction would have a Material Adverse Effect. The Issuer shall procure that no material change is made to the general nature or scope of the business of the Group from that carried on at the date of the Bond Agreement, or as contemplated by the Bond Agreement; d) Disposal of business: The Issuer shall ensure that no Group Company shall be entitled to sell or otherwise dispose of all or a substantial part of its assets or operations, unless the transaction is carried out at a fair market value, on terms and conditions customary for such transactions; and such transaction would not have a Material Adverse Effect; e) Pari passu ranking: The Issuer s obligations under the Bond Agreement shall at all times rank at least pari passu with the claims of all its other unsubordinated creditors save for those whose claims are preferred solely by any bankruptcy, insolvency, liquidation or other similar laws of general application; f) Reporting: The Issuer shall of its own accord make financial reports (yearly and quarterly, on a consolidated basis, written in English) available to the Trustee and on its web pages for public distribution not later than 120 days after the end of the financial year and not later than 60 days after the end of the relevant interim period; g) Listing: The Issuer shall ensure that the Issuer s shares remain listed on Oslo Børs or any other reputable stock exchange; h) Financial assistance: The Issuer shall ensure that no Group Company shall grant any loans, guaranties or other financial assistance (including, but not limited to granting security), other than: (i) (ii) loans granted to another Group Company; guarantees and security granted to secure obligations incurred by any Group Company in its ordinary course of business (including but not limited to collateral in connection with credit purchases of goods and services as part of the daily operations of such Group Company); 2 (6)

3 (iii) (iv) (v) (vi) (vii) guarantees and security granted to secure obligations or recourse liabilities incurred by any Group Company in its ordinary course of business to any financial institution in respect of any bid or performance bonds, bonding facility, guarantees or letter of credit issued by such financial institution; financial assistance granted in relation to any netting or set-off agreement (cash pool or otherwise) entered into by any member of the Group in ordinary course of its banking arrangements for the purpose of netting debit and credit balances of members of the Group; guarantees and security granted in relation to any long term financing of the Group; guarantees and security granted in relation to any derivate transaction entered into by a Group Company in accordance with the Group s hedging policy; and not permitted by (i) (vi) above, loans, guarantees and security not exceeding NOK 100,000,000. i) Arm s length transaction: The Issuer shall not engage in, or permit any member of the Group to engage in, directly or indirectly, any transaction with any party (without limitation, the purchase, sale or exchange of assets or the rendering of any service), except in the ordinary course of business and pursuant to the reasonable requirement of the Issuer's or such member of the Group's business and upon fair and reasonable terms that are no less favorable to the Issuer or such member of the Group, as the case may be, than those which might be obtained in an arm's length transaction at the time. Financial Covenant: The Issuer undertakes to comply with the following financial covenant during the term of the Bond: Equity Ratio: The Issuer shall (unless the Loan Trustee or the Bondholder s meeting (as the case may be) in writing has agreed to otherwise) ensure that the Group, on a consolidated basis, maintains an Equity Ratio of minimum 30%. The Financial Covenants shall apply at all time, but will only be calculated on each Quarter Date. Definitions: Equity: The consolidated shareholder s equity of the Group, including subordinated loans which fall due after the Maturity date and have PIK interest only, as reflected in its most recent consolidated balance sheet. Equity Ratio: Equity to Total Assets. Total Assets: The total book value of the Group s assets, as reflected in its most recent consolidated balance sheet. Group means the Issuer and its Subsidiaries from time to time (each a Group Company ). Subsidiary means an entity over which another entity or person has a determining influence due to (i) direct and indirect ownership of shares or other ownership interests, and/or (ii) agreement, understanding or other arrangement. An entity shall always be considered to be the subsidiary of another entity or person if such entity or person has such number of shares 3 (6)

4 or ownership interests so as to represent the majority of the votes in the entity, or has the right to vote in or vote out a majority of the directors in the entity. Quarter Date means each 31 March, 30 June, 30 September and 31 December. Material Adverse Effect: Change of Control: Change of Control Event: Events of Default: Approvals: Issuer s ownership of Bonds: Joint Managers: Trustee: Registration: Paying-/Settlement Agent: Material Adverse Effect means a material adverse effect on: (a) the Issuer s ability to perform and comply with its obligations under this Bond Agreement; or (b) the validity or enforceability of this Bond Agreement. Upon a Change of Control Event occurring, each Bondholder shall have a right of pre-payment (Put Option) of the Bonds at a price of 101% of par value (plus accrued interest) during a period of 60 days following the notice of a Change of Control Event. Change of Control Event means any person or group (as such term is defined in the Norwegian Limited Companies Act 1-3), other than Geveran Trading Co. Ltd., and/or other companies controlled directly or indirectly by Mr. John Fredriksen, his direct lineal descendants, the personal estate of any of them and any trust created for the benefit of any of the aforementioned persons and their estates, becomes the owner, directly or indirectly, of more than 50% of the outstanding shares or voting rights of the Issuer. The Bond Agreement shall include standard events of default provisions related to the Issuer and Group Companies, but in relation to Group Companies only if the occurrence of such event will have a Material Adverse Effect, including cross default provisions on any financial indebtedness of MEUR 25 or more. Events of Default will also cover events relating to pending litigation, arbitration or administrative proceedings (unless contested in good faith by the relevant Group Company), which, if adversely determined, will have a Material Adverse Effect. The Bonds have been issued in accordance with the Issuer s Board approval dated 5 February The Issuer has the right to acquire and own the Bonds. Such Bonds may at the Issuer s discretion be retained by the Issuer, sold or discharged. DNB Markets (a part of DNB Bank ASA), P.O. Box 1600 Sentrum, NO-0021 Oslo, Norway; Nordea Markets, Nordea Bank Norge ASA, P.O. Box 1166 Sentrum, NO-0107 Oslo, Norway; Pareto Securities AS, Dronning Mauds gt. 3, NO-0115 Oslo, Norway, and Swedbank First Securities, P.O. Box 1441 Vika, NO-0115 Oslo, Norway. Norsk Tillitsmann ASA, Postboks 1470 Vika, 0116 Oslo. The Norwegian Central Securities Depository (VPS). Principal and interest accrued will be credited the Bondholders through VPS. DNB Bank ASA Issuer s org. number: Amortization: Taxation: The Bonds shall be repaid in full at final Maturity Date at par value. The Issuer shall pay any stamp duty and other public fees accruing in connection with the Bonds, but not in respect of trading in the secondary market (except to the extent required by applicable laws), and shall deduct at source any applicable withholding tax payable pursuant to law. 4 (6)

5 Documentation: Bond Agreement: A Norwegian law based stand-alone Bond Agreement between the Borrower and the Trustee. The Bond Agreement will be entered into by the Issuer and the Trustee acting as the Bondholders representative. The Bond Agreement shall regulate the Bondholders rights and obligations with respect to the Bonds, and it shall be based on Norwegian bond market standard at the time of Settlement Date with such changes as may be agreed and reflecting this term sheet. If any discrepancy should occur between this Term Sheet and the executed Bond Agreement, then the executed Bond Agreement shall prevail. The Bond Agreement shall include provisions where after repayment of principal amount upon default shall be equal to the Mandatory Prepayment provided for above. Each subscriber, such subscription documented by an application form, a taped telephone conversation, or otherwise, is deemed to have granted authority to the Trustee to finalize the Bond Agreement and the related security documents. Minor adjustments to the structure described in this Term Sheet may occur. The Application Form specifically authorizes the Trustee to execute and deliver the Bond Agreement on behalf of the prospective Bondholders, who will execute and deliver such Application Form prior to receiving Bond allotments. On this basis, the Issuer and the Trustee will execute and deliver the Bond Agreement and the latter s execution and delivery is on behalf of all of the subscribers, such that they thereby will become parties to the Bond Agreement. The Bond Agreement specifies that all Bond transfers shall be subject to the terms thereof, and the Trustee and all Bond transferees shall, when acquiring the Bonds, be deemed to have accepted the terms of the Bond Agreement, which specifies that all such transferees shall automatically become parties to the Bond Agreement upon completed transfer having been registered in the VPS, without any further action required to be taken or formalities to be complied with. The Bond Agreement shall specify that it shall be made available to the general public for inspection purposes and may, until redemption in full of the Bonds, be obtained on request by the Trustee or the Issuer, and such availability shall be recorded in the VPS particulars relating to the Bonds. Listing: Market making: Eligible purchasers: An application will be made for the Bonds to be listed on Oslo Børs. No market-maker agreement has been made for this Issue. The Bonds are not being offered to and may not be purchased by investors located in the United States except for Qualified Institutional Buyers (QIBs) within the meaning of Rule 144A under the U.S. Securities Act of 1933, as amended ( Securities Act ). In addition to the Subscription Agreement that each investor will be required to execute, each U.S. investor that wishes to purchase Bonds will be required to execute and deliver to the Issuer a certification in a form to be provided by the Issuer stating, among other things, that the investor is a QIB. The Bonds may not be purchased by, or for the benefit of, persons resident in Canada. Nordea is not registered with the U.S. Securities and Exchange Commission as a U.S. registered broker-dealer and will not participate in the offer or sale of the Bonds within the United States. Transfer restrictions: Bondholders located in the United States will not be permitted to transfer the Bonds except (a) subject to an effective registration statement under the Securities Act, (b) to a person that the Bondholder reasonably believes is a QIB within the meaning of Rule 144A that is purchasing for its own account, or the account of another QIB, to whom notice is given that the resale, pledge or other transfer may be made in reliance on Rule 144A, (c) 5 (6)

6 outside the United States in accordance with Regulation S under the Securities Act in a transaction on the Oslo Børs, and (d) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available). The Bonds may not, subject to applicable Canadian laws, be traded in Canada for a period of four months and a day from the date the Bonds were originally issued. Subject to: Website: The issue of Bonds shall be subject to finalized loan documentation and approval of loan documentation by the Issuer and the Trustee. Oslo, 27 February 2013 Marine Harvest ASA As Issuer DNB Markets, DNB Bank ASA Nordea Markets, Nordea Bank Norge ASA Pareto Securities Swedbank First Securities as Joint Manager as Joint Manager as Joint Manager as Joint Manager 6 (6)