EMS Seven Seas ASA : Proposed financial restructuring and summons of a bondholders meeting

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, 
DIRECTLY OR INDIRECTLY, THE UNITED STATES, CANADA, 
AUSTRALIA, HONG KONG OR JAPAN, OR ANY OTHER 
JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE 
WOULD BE UNLAWFUL. 

Oslo, 11 April 2014

Based on EMS Seven Seas ASA's (the "Company") current 
operations, financial position and cash flow as 
further described in the Company's unaudited Q4 2013 
report published on 25 February 2014, the Company 
deems it necessary to restructure its balance sheet 
by reducing the Company's outstanding debt and 
payment obligations.

The Company therefore proposes a financial 
restructuring with the following main terms:

- A share issue of up to approx. NOK 218 
million with a subscription price of NOK 2 per new 
share (the "Share Issue") with tradable subscription 
rights granted to the Company's eligible shareholders 
as at close of trading on the date of the general 
meeting resolving the Share Issue (expected on or 
about 22 May 2014);

- The payment for the shares in the Share Issue 
shall be cash or bonds (at par value of the bonds) in 
the Company's 12 % Senior Unsecured Callable Bond 
Issue 2011/2014 with ISIN NO 001 062793.8 (the "Bond 
Issue");

- Shares not subscribed for in the Share Issue 
by others, will be allocated to bondholders in the 
Bond Issue against a set-off of bonds (at par value 
of the bonds), provided that no individual 
bondholder's holding of shares shall exceed a 
mandatory offer threshold after completion of the 
Share Issue;

- The cash proceeds from the Share Issue will 
be used to prepay bonds in the Bond Issue; and
 
- The Share Issue is expected to be carried out 
in May/June 2014.

Given full subscription in the Share Issue, the 
Company's outstanding bonds will be converted/prepaid 
in full. The Company estimates the guaranteed minimum 
subscription and allocation to be approx. NOK 184 
million, in which case the Company will have approx. 
NOK 34 million in outstanding bonds in the Bond 
Issue. Any such potential remaining bonds following 
the Share Issue shall be amended into standardized 
bilateral loan agreement(s) at pre-agreed terms, with 
inter alia a fixed interest rate of 5%.  

The completion of the Share Issue is subject to inter 
alia approval of a bondholders' meeting for the Bond 
Issue, necessary corporate resolutions, including 
approval by the Company's general meeting, and 
approval of a prospectus for the Share Issue. The 
Company has received undertakings representing 
approx. 82% of the Company's outstanding shares and 
approx. 98% of the bonds in the Bond Issue to vote in 
favour of the proposed Share Issue and amendments of 
the Bond Issue, respectively.

A bondholders' meeting for the Bond Issue will be 
summoned and held on 24 April 2014, to propose 
required amendments to facilitate the abovementioned 
proposed financial restructuring, including an option 
to repay the Bond Issue with shares in the Company 
(limited so that no individual bondholder's holding 
of shares will exceed a mandatory offer threshold), 
waiver of the call premium and waiver of interest 
payments as from the last interest payment date and 
until the Bond Issue is repaid or set-off against 
shares in the Company. The financial restructuring is 
described in further details in the attached summons. 

Notice for convening the general meeting is expected 
to be issued ultimo April.

After the financial restructuring the Company will 
have a strong balance sheet with low leverage and 
substantially reduced payment obligations giving an 
attractive platform for further development of the 
Company and profitability going forward.

Carnegie AS is acting as manager for the Share Issue.

For further information, please contact:

Toril Eidesvik
Chief Executive Officer
Telephone: [phone]

Ole Anton Gulsvik
Chief Financial Officer
Telephone: [phone]

Important Notice

The contents of this announcement have been prepared 
by, and are the sole responsibility of, the Company. 
The Company's financial advisor is acting exclusively 
for the Company and no one else, and will not be 
responsible to anyone other than the Company for 
providing the protections afforded to its clients, or 
for advice in relation to the Share Issue, the 
contents of this announcement or any of the matters 
referred to herein. The Share Issue and the 
distribution of this announcement and other 
information in connection with the Share Issue may be 
restricted by law in certain jurisdictions. The 
Company assumes no responsibility in the event there 
is a violation by any person of such restrictions. 
Persons into whose possession this announcement or 
such other information should come are required to 
inform themselves about, and to observe, any such 
restrictions. This announcement may not be used for, 
or in connection with, and does not constitute, any 
offer of securities for sale in the United States or 
in any other jurisdiction.

The Share Issue will not be made in any jurisdiction 
or in any circumstances in which such offer or 
solicitation would be unlawful. This announcement is 
not for distribution, directly or indirectly in or 
into any jurisdiction in which it is unlawful to make 
any such offer or solicitation to such person or 
where prior registration or approval is required for 
that purpose. No steps have been taken or will be 
taken relating to the Share Issue in any jurisdiction 
outside of Norway in which such steps would be 
required. Neither the publication and/or delivery of 
this announcement shall under any circumstances imply 
that there has been no change in the affairs of the 
Company or that the information contained herein is 
correct as of any date subsequent to the earlier of 
the date hereof and any earlier specified date with 
respect to such information.

This announcement is not for publication or 
distribution, directly or indirectly, in the United 
States (including its territories and possessions, 
any state of the United States and the District of 
Columbia). This announcement does not constitute or 
form part of any offer or solicitation to purchase or 
subscribe for securities in the United States. There 
will be no offer of securities in the United States. 
All offers and sales outside the United States will 
be made in reliance on Regulation S under the US 
Securities Act.

This announcement does not constitute an offering 
circular or prospectus in connection with an offering 
of securities of the Company. Investors must neither 
accept any offer for, nor acquire, any securities to 
which this document refers, unless they do so on the 
basis of the information contained in the prospectus 
made available by the Company only to qualified 
persons in certain jurisdictions where an offer may 
be made (if an offer is made). This announcement does 
not constitute an offer to sell or the solicitation 
of an offer to buy or subscribe for, any securities 
and cannot be relied on for any investment contract 
or decision.

This information is subject to the disclosure 
requirements pursuant to section 5-12 of the 
Norwegian Securities Trading Act.