TORONTO, April 28 /CNW/ -
1. Name and address of the Offeror
Offshore Holding AS ("Offshore")
Lysaker Torg 12
2. The designation and number or principal amount of securities and the
Offeror's securityholding percentage in the class of securities of
which the Offeror acquired ownership or control in the transaction or
occurrence giving rise to the obligation to file the news release,
and whether it was ownership or control that was acquired in those
On April 20, 2009, Offshore agreed to convert a loan and accrued and
unpaid interest in the aggregate amount of approximately Cdn$4.9
million (the "Loan") owed by Davie Yards Inc. ("Davie") to Offshore
into 49,788,200 common shares (the "Common Shares") of Davie at a
price of CDN$0.10 per share (the "Transaction"). The Transaction is
to be made as part of the announced proposed private placement of
244,000,005 common shares of Davie for proceeds of US$20 million of
Davie and Offshore entered into an agreement dated April 20, 2009
concerning the Transaction (the "Agreement"). Pursuant to the
Agreement the Common Shares will be issued to Offshore at a price of
CDN$0.10 per share on conversion of the Loan. The Offering is
expected to close on or around April 29, 2009 and is subject to
several conditions, including approval of the Toronto Stock Exchange.
Davie Holding AS, a company controlled by Offshore, currently holds
89,600,000 common shares of Davie, representing 71.9% of Davie's
currently outstanding common shares. After giving effect to the
Offering, Offshore will own and control an aggregate of 49,788,200
common shares of Davie directly, representing 13.5% of Davie's
outstanding common shares, which, when combined with the shares held
by Davie Holding AS, will represent 37.8% of Davie's outstanding
common shares. (Immediately following the Transaction, Offshore is
deemed under the early warning provisions of the applicable
provincial securities legislation to beneficially own and control
139,388,200 common shares of Davie, representing on a post-closing
basis, after giving effect to the issuance of all common shares
pursuant to the Offering, approximately 37.8% of all issued and
outstanding common shares of Davie.)
3. The designation and number or principal amount of securities and the
Offeror's securityholding percentage in the class of securities
immediately after the transaction or occurrence giving rise to the
obligation to file a news release.
See paragraph 2 above.
4. The designation and number or principal amount of securities and the
percentage of outstanding securities of the class of securities
referred to in paragraph 3 over which:
(i) the Offeror, either alone or together with joint actors, has
ownership and control,
See paragraph 2 above.
(ii) the Offeror, either alone or together with joint actors, has
ownership but control is held by other persons or companies
other than the Offeror or any joint actor,
(iii) the Offeror, either alone or together with joint actors, has
exclusive or shared control but does not have ownership.
5. The name of the market in which the transaction or occurrence that
gave rise to the news release took place.
Not applicable. The Transactions referred to in paragraph 2 will take
place by way of a private placement from treasury and not through the
facilities of any stock exchange or any other marketplace.
6. The value, in Canadian dollars, of any consideration offered per
security if the Offeror acquired ownership of a security in the
transaction or occurrence giving rise to the obligation to file a
CDN$0.10 per Common Share to be paid on conversion of the Loan upon
closing of the Transaction as part of the Offering.
7. The purpose of the Offeror and any joint actors in effecting the
transaction or occurrence that gave rise to the news release,
including any future intention to acquire ownership of, or control
over, additional securities of the reporting issuer.
Offshore is proposing to acquire the Common Shares as part of the
Offering for the sole purpose of maintaining a substantial equity
investment in Davie. Depending on market conditions and other
relevant factors, Offshore and Davie Holding AS may, in accordance
with applicable securities laws, increase or decrease their
investment in Davie.
8. The general nature and the material terms of any agreement, other
than lending arrangements, with respect to securities of the
reporting issuer, entered into by the Offeror, or any joint actor,
and the issuer of the securities or any other entity in connection
with the transaction or occurrence giving rise to the news release,
including agreements with respect to the acquisition, holding,
disposition or voting of any securities.
The material terms of the Agreement are described in paragraph 2
9. The names of any joint actors in connection with the disclosure
required by this form.
Davie Holding AS, a company controlled by Offshore, is deemed to be a
joint actor of Offshore.
10. In the case of a transaction or occurrence that did not take place on
a stock exchange or other market that represents a published market
for the securities, including an issuance from treasury, the nature
and value in Canadian dollars of the consideration paid by the
Aggregate purchase price of $4,978,820 to be paid by conversion of
the Loan upon closing of the Transaction as part of the Offering.
11. If applicable, a description of any change in any material fact set
out in a previous report by the entity under the early warning
requirements or Part 4 of National Instrument 62-103 in respect of
the reporting issuer's securities.
12. If applicable, a description of the exemption from securities
legislation being relied on by the Offeror and the facts supporting
For further information:
For further information: Christian Fredrik Thyholdt, +47 67 200 300