Navig8 Product Tankers Inc. (the “Company”) (N-OTC: EIGHT), an international shipping company focused on the transportation of petroleum products, announced that it has launched an offer of 3,000,000 units (the “Units”),
each Unit consisting of one Series A preference share of par value USD 0.01 each in the Company (the “Series A Preference Shares”) and 2.344 common shares of par value USD 0.01 each in the Company (the “Common Shares”), raising gross proceeds to the Company of USD 30 million (the “Rights Offering”).
The subscription price per Unit in the Rights Offering is USD 10.00 (the "Subscription Price").
The Common Shares and Series A Preference Shares to be issued in the Rights Offering will be newly issued shares, delivered in book-entry form with the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) (the "VPS"). Upon completion of the Rights Offering, the Company will have 46,877,945 Common Shares in issue (inclusive of 7,032,000 newly issued Common Shares) and 3,000,000 Series A Preference Shares in issue. The aggregate number of shares of stock that the Company is authorised to issue is 500,000,000 Common Shares and 100,000,000 preference shares. The Company intends to apply the net proceeds of the Rights Offering for general corporate purposes, including working capital and transaction costs.
The existing shareholders of the Company are invited to participate in the Rights Offering on a pro-rata basis in proportion to their holding of Common Shares of the Company as at the close of business on 14 November 2016 (the “Record Date”), but subject to any oversubscriptions and additional allocations in the event one or more shareholders do not subscribe for their full pro-rata share in the Rights Offering. For the avoidance of doubt, any shareholder may apply for additional Units in excess of its pro-rata holding of Common Shares of the Company as at the Record Date.
The Rights Offering is being undertaken in two tranches, and a shareholder may, in its sole discretion, elect to participate in Tranche 1 and/or Tranche 2 (each as defined below). Both Tranches are on identical terms save for (i) the Subscription Right (as defined in the Term Sheet (as defined below and attached hereto)) and (ii) the timeline in terms of duration of the application period and time for allocation, payment for and issuance of shares.
The two application periods (the "Application Periods") for the Rights Offering shall commence on 15 November 2016 at 08:00 CET and expire on (i) 15 November 2016 at 22:00 CET in respect of the first tranche (“Tranche 1”), and (ii) 29 November 2016 at 22:00 CET in respect of the second tranche (“Tranche 2”).
The conditions to completion of the Rights Offering are expected to be fulfilled on or about 21 November 2016 in relation to Tranche 1, and on or about 29 November 2016 in relation to Tranche 2, but at the latest by 7 December 2016. Assuming prompt fulfilment of the relevant completion conditions, delivery of the allocated Units is expected to take place through the facilities of the VPS to the manager of the Rights Offering (i) for Tranche 1, on or about 22 November 2016, and (ii) for Tranche 2, on or about 30 November 2016, in each case with OTC-registration in Norway in the name of the subscribing shareholder on the first business day thereafter.
The terms and conditions of the Rights Offering are set out in (1) the Application Agreement, including its Exhibit I, between the relevant shareholder, the Company and the manager of the Rights Offering, (ii) the term sheet dated 15 November 2016 (as revised if applicable) (the “Term Sheet”), and (iii) the investor presentation dated 15 November 2016 (the "Investor Presentation") (the Investor Presentation and the Term Sheet taken together, the "Rights Offering Materials"). The Rights Offering Materials are attached hereto.