(the”Issuer”) regarding the proposal to restruktureringsløsning (the”restructuring plan”), the Issuer with reference to the back-up plan, which is mentioned in the børsmeldingen clarify, that is the most likely outcome for the Issuer is a petition of insolvency / bankruptcy if the restructuring plan is not approved by the unsecured bondholders. Even if the stakeholders under such circumstances has prepared back-up plans, the decision about how this should be taken further then be taken by konkursboet in collaboration with the bl.a. the secured creditors.
In the second message to the stock exchange announcement from Havilah Shipping ASA of 9. november 2016 regarding the proposed restructuring plan and the alternative plan that is presented by a group of bondholders in the HAVI08 in the stock exchange announcement of 11. november 2016 (the”HAVI08 restructuring plan”).
the Board of directors of the issuer have received a letter from obligasjonseiergruppen dated 11. november 2016 (the”HAVI08 Letter”) in which it is argued HAVI08 restructuring plan and why this must be chosen instead of Havilah restructuring plan.
HAVI08-letter, which is attached to the børsmeldingen, has been reviewed and considered by the board of directors of the issuer, and for this issue the following notes:
“Havilah restructuring plan
For the first Issue, the memory of and to emphasize that the Havilah restructuring plan is supported by the insured and uninsured banks, and likewise of majoritetseieren in the Issuer, have confirmed the significant contribution in the form of fresh cash equity as part of the restructuring. The majority of the stakeholders related to the Issuer supports accordingly Havilah restructuring plan.
the Conversion of unsecured debt into equity Obligasjonseiergruppen has according to a konfidensialitetserklæring from april 2016 has been involved in the discussions and the assessment of different, alternative solutions for the restructuring of the Issues – including the conversion of unsecured debt. Until the submission of the HAVI08 the Letter, the conversion of all unsecured debt of the Issuer on terms as may be accepted by the insured banks, has been rejected by the bondholders. Obligasjonseiergruppen have in place for the full conversion of the unsecured debt, whether the required add – on or partial payment in the form of cash, or that a portion of the unsecured debt is retained and continued.
referring to this, and with reference to the fact that the lenders who hold approximately. 50 % of the unsecured debt support Havilah restructuring plan, it seems unlikely that the unsecured lenders as a group will accept the conversion of unsecured debt into equity in the Issuer on the terms as proposed in HAVI08 restructuring plan.
Equity to be placed on deposit in the Issuer the Issuer has a clear understanding of the fact that the insured banks – as a general principle – will require fresh equity in form of cash deposited in connection with a restructuring that is ongoing in the Issuers, and therefore adds to the reason that this will be required for approval of any proposal for the restructuring of the Issuer.
In the discussions about the different options for the restructuring of the Issuer, the unsecured creditors – including Obligasjonseiergruppen – been requested to confirm fresh equity in the form of cash in connection with the restructuring of the Issuer. Apart from the non-binding statements about equity in HAVI08 Letter, Obligasjonseiergruppen so far declined that they will contribute equity in the form of cash to the Issuer.
to accommodate the egenkapitalbidraget indicates Obligasjonseiergruppen in HAVI08. The letter that ENOUGH of the 22 million can was infused as fresh equity capital to the Issuer in the form of cash. In contrast to Havilah restructuring plan, where kontantbidraget is NOK 164 million, is kontanttilførslene as is referred to in HAVI08 Letter not included in the HAVI08 restructuring plan, and also not finally confirmed.
the Repair issue
the Issuer has noted that HAVI08 Restruktureringsplanene do not add up to a repair offering towards the shareholders in the Issuer. Issuers are of the opinion that HAVI08 Restruktureringsforslag therefore will be able to be challenged by the shareholders of the Issuer, all the while equal treatment of shareholders is not assured.
the Participation of secured and unsecured lenders
HAVI08 restructuring plan is based on an assumption that the secured and the unsecured långivernes contribution to the restructuring of the Issuer, as arising in Havilah restructuring plan in the form of conversion of the secured debt and overdue interest to equity, deferral of the instalments in 4 years, coverage of costs related to “non-core vessels” and “non-perfoming vessels” and that the unfunded liabilities of “non-core vessels” and “non-performing vessels” to be converted to equity, will be maintained and included in the HAVI08 restructuring plan.
as of today, has the Issuer no information on secured and unsecured banks will maintain their contribution to the restructuring if the Havilah restructuring plan do not receive adequate support from the unsecured lenders.
Cash and warrants
the Issuer has agreed to provide unsecured creditors an encashment of 15 % of the principal amount and beyond this, the issue of subscription rights that may give an ownership interest of up to 21 % (prior to the subsequent offering and any conversion of the debt related to the “non-perfoming vessels”) in the Issuer. Considering that the present equity is lost and the unsecured debt is challenged, as well as the fact that parts of the secured debt is converted to equity of the Issuer, is the Issuer of the interception is that the proposal as set forth in Havilah restructuring plan, in the present situation, clearly emerging as the fair treatment of unsecured debt.
Preliminary conclusions
With reference to the above, the Issuer is of the opinion that HAVI08 restructuring plan is incomplete, clearly conditional, and do not contain committed, necessary, sustainable items from all of the stakeholders related to a restructuring of the Issuer. Referring to this, and the fact that HAVI08 constitutes less than 10 % of the total debt to the Issuer, is the Issuer as the case stands today, is of the opinion that HAVI08 restructuring plan will not get the support of insured and uninsured banks, and that it therefore will not be able to be carried out, even if the plan was to get votes in obligasjonseiermøte in HAVI08 24. november 2016.
As a result of this taking board of directors Issuer proposal for the orientation, but cannot support the HAVI08 restructuring plan as it is presented in the notice to the bondholders 10. november 2016, as well as accounted for in the HAVI08 Letter, unless the necessary contributions from all stakeholders must be ensured.”
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