HAVI disclosures

Reference is made to the stock exchange release on the 14 November 2024 which contained information about settlement of the bonds.

Please find attached information letter from Nordic Trustee regarding the settlement.

To facilitate the settlement in compliance with the Bond Agreement, the Bonds will have a last trade date 13 December 2024.

Contacts:
Chief Financial Officer Arne Johan Dale, +47 909 87 706

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

Attachments

• 2024-12-12 HAVI04 information letter
• 2024-12-12 HAVI07 information letter

Havila Shipping ASA (“Havila Shipping”) is pleased to announce a successful completion of a 2-year senior secured bond issue of NOK 525 million.
The bond will be issued by Havila Finans AS, a company wholly owned by Havila Holding AS (50.96% owner of Havila Shipping) and will have a coupon of 3 months NIBOR + 5.00% p.a. with quarterly interest payments.

The net proceeds from the bond issue will be on-lent to subsidiaries of Havila Shipping and used to repay NOK 500 million of debt that shall be settled in cash on 30 December 2024.

Arctic Securities is Sole Manager in placement of the new bond issue. Advokatfirmaet Wikborg Rein is legal counsel to Havila Shipping. Advokatfirmaet Selmer is legal counsel to the Sole Manager and Nordic Trustee.

Contacts:
Chief Executive Officer Njål Sævik, +47 909 35 722
Chief Financial Officer Arne Johan Dale, +47 909 87 706

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

Reference is made to the stock exchange notice on 1 October 2024 by Havila Shipping ASA (“Havila Shipping”) which provided information on lenders' decisions to either settle or extend their outstanding loans under the restructuring agreement.

NOK 1,022 million of debt matures on 30 December 2024, whereof NOK 500 million shall be settled in cash and NOK 522 million shall be converted to shares.

In order to refinance the 30 December 2024 maturities, Havila Finans AS a company wholly owned by Havila Holding AS (50.96% owner of Havila Shipping), has mandated Arctic Securities AS to carry out a series of fixed income meetings. A new 2-year NOK 525 million senior secured callable bond issue will follow.

The net proceeds from the bond issue will be on-lent to subsidiaries of Havila Shipping and used to repay in full the debt that shall be settled in cash on 30 December 2024.

Contacts:
Chief Executive Officer Njål Sævik, +47 909 35 722
Chief Financial Officer Arne Johan Dale, +47 909 97 706

This information is considered to be inside information pursuant to the EU Market Abuse Regulation, and is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act. This announcement was published by Arne Johan Dale, CFO of Havila Shipping, on 9 December 2024 at 07:30.

Equinor Energy has exercised one year option for following vessels:

• Havila Troll (RRV) until November 2025
• Havila Charisma (PSV) until December 2025
• Havila Foresight (PSV) until January 2026

Contacts:
Chief executive officer Njål Sævik. +47 909 35 722
Chief financial officer Arne Johan Dale, +47 909 87 706

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

Please find attached information to bondholders in HAVI04 and HAVI07.

Contact:
Chief Financial Officer Arne Johan Dale, +47 909 87 706

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

Attachments

• Havi07 Q424
• Havi04 Q424

The Extraordinary General Meeting in Havila Shipping ASA was held on 12 November 2024.

All proposals were approved according to the distributed agenda.

The minutes of meeting is attached and will be available at the company website.

Contacts:

Chief Executive Officer Njål Sævik, +47 909 35 722

Chief Financial Officer Arne Johan Dale, +47 909 87 706

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

Attachment

• EGM 12 11 2024

Summary

Freight revenues were NOK 140.8 million in the Q3 2024, a decrease of NOK 28.9 million compared to the corresponding period last year and a decrease of NOK 5.1 million compared to the previous quarter. The average rate is higher this quarter than the previous quarter, but utilisation is lower as a result of preparations for new contracts for two vessels. Operating expenses were NOK 81.2 million in Q3, a reduction compared to Q3 last year of NOK 37.8 million and an increase compared to the previous quarter of NOK 6.7 million.

The company achieved an operating income before depreciation of NOK 69.0 million in Q3 2024, compared with NOK 57.0 million in Q3 2023.

No impairment charges or reversals of previous impairment charges were made in the third quarter. In the third quarter of last year, previous impairment charges were reversed by NOK 465.0 million. Value adjustment of the company’s debt amounted to NOK - 30.5 million in the third quarter compared to NOK - 454.4 million in the corresponding period last year.

Profit before tax was NOK 3.7 million in Q3 2024, compared with NOK 28.9 million in Q3 2023.

The group had as of 30/09/24 14 vessels operated from Fosnavåg, six for external owners.

The fleet utilization in Q3 2024 was 90 %.

Result for 3 quarter 2024

• Total operating income amounted to NOK 150.2 million (NOK 176.0 million).
• Total operating expenses were NOK 81.2 million (NOK 119.0 million). 
• Operating profit before depreciation was NOK 69.0 million (NOK 57.0 million).
• Depreciation was NOK 36.9 million (NOK 34.1 million).
• Net financial items were NOK - 30.2 million (NOK - 456.2 million) whereof value adjustment of debt was NOK - 30.5 million (NOK - 454.4 million).
• The profit before tax was NOK 3.7 million (NOK 28.9 million).

Result year to date 2024

• Total operating income amounted to NOK 429.2 million (NOK 757.0 million whereof NOK 209.2 million was gain on sale of fixed assets).
• Total operating expenses were NOK 237.1 million (NOK 341.8 million).
• The operating profit before depreciation was NOK 192.1 million (NOK 415.2 million).
• Depreciation was NOK 107.3 million (NOK 107.5 million).
• Reversal of impairment charge of fixed assets was NOK 154.0 million (NOK 465.0 million).
• Net financial items were NOK - 232.3 million (NOK - 626.5 million), whereof value adjustment of debt NOK - 230.0 million (NOK - 602.1 million).
• The profit before tax was NOK 7.8 million (NOK 141.9 million).

Balance and liquidity per 30/09/24

Total current assets amounted to NOK 292.7 million on 30/09/24, whereof bank deposits were NOK 164.1 million (whereof NOK 0.5 million restricted cash related to withholding tax). On 30/09/23, total current assets amounted to NOK 1,172.1 million, whereof bank deposits amounted to NOK 103.0 million (of this NOK 11.1 million restricted cash related to withholding tax, interest and instalment payments).

Net cash flow from operations was per 30/09/24 NOK 190.0 million (NOK - 17.0 million). Cash flow from investing activities was NOK - 16.2 million NOK 5.4 million). Payment of loan instalments and lease liabilities constituted a net change from financing activities of NOK - 110.8 million (NOK - 71.8 million).

As of 30/09/24, the book value of the fleet is NOK 1,162.9 million.

All loan debt is recognized as short-term debt in the balance sheet per 30/09/24. Total loan debt amounts to NOK 1,329.8 million and consist of interest-bearing debt of NOK 493.5 million and non-interest-bearing debt NOK 504.3 million, as well as convertible liquidity loan of NOK 332.0 million and accrued interests of NOK 0.1 million. As of 30/09/24, nominal value of interest-bearing debt was NOK 508.8 million, and nominal value of non-interest-bearing debt was NOK 1,310.8 million. All nominal interest-bearing debt is in NOK.

Fleet

Havila Shipping ASA operates today 14 vessels,

10 PSV

- Four owned externally

- One owned 50% and not consolidated

3 Subsea

- One owned externally

- One hired out on bareboat contract

1 RRV (bareboat)

Employees

Havila Shipping ASA had per 30/09/24 252 employees on the company’s vessels and 14 employees in the administration.

Contacts:
Chief Executive Officer Njål Sævik, +47 909 35 722
Chief Financial Officer Arne Johan Dale, +47 909 87 706

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

Attachment

• HAVI Q324

The Board of Directors of Havila Shipping ASA hereby gives notice of 

Extraordinary General Meeting.

The meeting will take place on 12 November, 2024, at 10 :00hours.

The meeting will be held as a digital meeeting only, with no physical attendance for shareholders.

The notice will be sent to shareholders, by post to the registered address in VPS, or through VPS.


Contacts:

Chief Executive Officer Njål Sævik, +47 909 35 722

Chief Financial Officer Arne Johan Dale, +47 909 87 706

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

Attachment

• HAVI_EOG 121124

Reference is made to information related to the company’s debt most recently in a stock exchange announcement on 01.08.24 and the 2024 Second Quarter report.

The company's lenders had a deadline of 30.09.24 to choose between

• Settlement as of 31.12.24
• Extension of the agreement by one year until 31.12.25

The final figures for how much debt that shall be settled or converted into shares will not be clarified until the accounts for the third quarter are available.

Based on preliminary estimates, interest-bearing debt as of 31.12.24 will amount to NOK 651 million following upwards adjustments. 

Of these, lenders representing MNOK 500 of the amount have announced that they want settlement as of 31.12.24.  This debt is linked to the vessels

• Havila Fanø
• Havila Clipper
• Havila Borg
• Havila Subsea

Non-interest-bearing debt related to the lenders who want the debt converted into shares is preliminary estimated at NOK 522 million as of 31.12.24, corresponding to approximately 21.5% of the company's shares after full conversion. 

The preliminary estimates indicate that bondholders in Havi04 (Havila Clipper) will be allocated approximately 0.8% of the company's shares and bondholders in Havi07 (Havila Subsea) approximately 7.9% of the possible shares in the company. 

The others of these lenders will be allotted approximately 12.8% of the possibles shares in the company after full debt conversion.

Lenders representing MNOK 151 of interest-bearing debt as of 31.12.24 have extended the restructuring agreement by one year.  The lenders have also extended the agreement for vessels sold earlier.  The interest-bearing debt is linked to the vessels

• Havila Foresight
• Havila Harmony

Non-interest-bearing debt related to the lenders in these vessels and previously sold vessels is preliminary estimated at MNOK 617 as of 31.12.24. 

The relevant lenders will be allocated shares corresponding to approximately 25.5% of the company if the shares were issued as of 31.12.24. 

Since the agreement has been extended, conversion will only take place at the end of the extended period which runs until 31.12.25. 

The shares will then be allotted, but the number of shares issued will be reduced in line with the relative downward adjustment of non-interest-bearing debt through 2025.

Havila Holding AS will, at the same time as other share issues, convert part of the liquidity loan to the company into shares to maintain its ownership stake of 50.96%.

The postponement of parts of the conversion to shares that the extension of the agreement period entails, will result in that the lenders converting debt as of 31.12.24 will,

based on the preliminary estimates, own approximately 44.8% of the company's shares until the last conversion at the end of 2025. 

The current shareholders, excluding Havila Holding, will own approximately 4.2% of the shares during this period.

The extension of the agreement means that the subsequent repair issue is postponed until 2026.

It should be noted that the ownership percentages above are based on preliminary estimates.

The company has signed a term sheet for the refinancing of the fleet.

Contacts:

Chief Executive Officer Njål Sævik, +47 909 35 722
Chief Financial Officer Arne Johan Dale, +47 909 87 706

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

Reference is made to the Stock Exchange Release 29.08.24.

Nordic Trustee has informed the company about the voting held.

A majority of the bondholders in each of the bond loans Havi04 and Havi07 has woted in favour of alternative

1. upwards adjustment of interest bearing debt by transfer from non-interest-bearing debt according to the restructuring agreement. 

The decision means that the  adjusted interest bearing debt will be settled 31.12.24 and remaining non-interest-bearing debt will be converted to shares within January 2025.

Contacts:
Chief Financial Officer Arne Johan Dale, +47 909 87 706

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

Attachments

• HAVI04 - notice from written resolution
• HAVI07 - notice from written resolution

Attached Summons for Written Resolution in HAVI04 and HAVI07.


Contact:

Chief Financial Officer Arne Johan Dale, +47 909 87 706

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

Attachments

• HAVI04 - notice written resolution
• HAVI07 - notice written resolution

Summary

• Freight revenues were NOK 146.0 million in the Q2 2024, a decrease of NOK 49.1 million compared to the corresponding period last year and an increase of NOK 29.3 million compared to the previous quarter.
• The average rate is higher this quarter than the previous quarter.
• Operating expenses were NOK 74.5 million in the second quarter, a reduction compared to the Q2 2024 last year and the previous quarter this year of NOK 33.0 million and NOK 6.7 million respectively
• The company achieved an operating income before depreciation of NOK 78.4 million in Q2 2024, compared with NOK 98.4 million in Q2 2023.
• Reversal of previous impairments charges amounted to NOK 154.0 million in the second quarter of 2024. In Q2 2024, debt value adjustment amounted to NOK - 193.3 million, compared with NOK - 67.0 million in the corresponding period last year.
• Profit before tax was NOK 4.0 million in Q2 2024, compared with NOK - 5.4 million in Q2 2023.
• The group had as of 30/06/24 14 vessels operated from Fosnavåg, six for external owners.
• The fleet utilization in Q2 2024 was 97 %.
• Debt to credit institutions falls due on 31 December 2024. The debt with associated conversion rights is classified as short-term debt per 30/06/24.
• The earnings test for the period 01/07/23 - 30/06/24 is now known, and entitles the lenders to choose an upward adjustment of interest-bearing debt by a total of NOK 180.0 million at settlement on 31/12/24, ref note 3.
• The company has received offer for refinancing which the company can choose to use to refinance the debt at the end of the agreement period.

Result for 2 quarter 2024

• Total operating income amounted to NOK 152.9 million (NOK 206.0).
• Total operating expenses were NOK 74.5 million (NOK 107.5 million). 
• Operating profit before depreciation was NOK 78.4 million (NOK 98.4 million).
• Depreciation was NOK 35.9 million (NOK 35.4 million).
• Net financial items were NOK - 196.0 million (NOK - 68.0 million) whereof value adjustment of debt was NOK - 193.3 million (NOK - 67.0 million).
• The profit before tax was NOK 4.0 million (NOK - 5.4 million).

Result for 1st half of 2024

• Total operating income amounted to NOK 279.0 million (NOK 581.0 million whereof NOK 209.2 million was gain on sale of fixed assets).
• Total operating expenses were NOK 155.8 million (NOK 222.8 million).
• The operating profit before depreciation was NOK 123.2 million (NOK 358.2 million).
• Depreciation was NOK 70.3 million (NOK 73.4 million).
• Net financial items were NOK - 202.1 million (NOK - 170.3 million), whereof value adjustment of debt NOK - 199.5 million (NOK - 147.7 million).
• The profit before tax was NOK 4.2 million (NOK 112.9 million).

Balance and liquidity per 30/06/24

Total current assets amounted to NOK 301.0 million on 30/06/24, whereof bank deposits were NOK 166.0 million (whereof NOK 8.7 million restricted cash related to withholding tax and interest and instalment payments). On 30/06/23, total current assets amounted to NOK 312.7 million, whereof bank deposits amounted to NOK 82.2 million (of this NOK 9.5 million restricted cash related to withholding tax).

Net cash flow from operations was per 30/06/24 NOK 139.8 million (NOK - 42.9 million). Cash flow from investing activities was NOK - 10.7 million NOK 1.9 million). Payment of loan instalments and lease liabilities constituted a net change from financing activities of NOK - 62.7 million (NOK - 31.6 million).

As of 30/06/24, the book value of the fleet is NOK 1,186 million.

All loan debt is recognized as short-term debt in the balance sheet per 30/06/24. Total loan debt amounts to NOK 1,356.4 million and consist of interest-bearing debt of NOK 526.4 million and non-interest-bearing debt NOK 547.6 million, as well as convertible liquidity loan of NOK 282.0 million and accrued interests of NOK 0.4 million. As of 30/06/24, nominal value of interest-bearing debt was NOK 528.6 million, and nominal value of non-interest-bearing debt was NOK 1,337.0 million. All nominal interest-bearing debt is in NOK.

Fleet

Havila Shipping ASA operates today 14 vessels,

• 10 PSV
  • Four owned externally
  • One owned 50% and not consolidated
• 3 Subsea
  • One owned externally
  • One hired out on bareboat contract
• 1 RRV (bareboat)

Employees

Havila Shipping ASA had per 30/06/24 242 employees on the company’s vessels and 14 employees in the administration.

Contracts:

Chief Executive Officer Njål Sævik, +47 909 35 722
Chief Financial Officer Arne Johan Dale, +47 909 87 706

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

Attachment

• HAVI Q224

Havila Shipping ASA has signed a contract with Peterson Den Helder BV for the PSV Havila Borg on market terms.
The contract is for a firm period of 2 wells estimated to 200 days,
with optional periods for 8 wells each estimated to 65 days.
Commencement is expected to be within two weeks.

Contacts:
Chief Executive Officer Njål Sævik, +47 909 35 722
Chief Financial Officer Arne Johan Dale, +47 909 87 706

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

Please find attached information to bondholders in HAVI04 and HAVI07.

Reference also to stock exchange release from the company earlier today.

 

Contact:
Chief Financial Officer Arne Johan Dale, +47 909 87 706

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

Attachments

• Havi07 Q324
• Havi04 Q324

Information on the development of the company's debt

Reference is made to previous statements, most recently in the interim report for the first quarter of 2024, related to restructuring of the company's debt.

By the end of September, the lenders must report to the company whether the lenders for the individual loan choose

• Settlement as of 31.12.24 or
• Extend the agreement by one year until 31.12.25

An important element in lender's assessment of the alternatives is the earnings of each vessel in the period from 01.07.23 to 30.06.24.  The result is now available and entails a possible transfer to interest-bearing debt (tranche A) from non-interest-bearing debt (tranche B) for those vessels where the lender chooses settlement as of 31.12.24.

Tranche A – Interest bearing debt

According to the agreement, the nominal value of interest-bearing debt for the vessels owned by the company will amount to NOK 489 million at the end of the restructuring period on 31.12.24 before transfer from B to A tranches.

If all lenders choose settlement as of 31.12.24, the earnings in the mentioned 12-month period will result in NOK 180 million being transferred from non-interest-bearing debt (tranche B) to interest-bearing debt (tranche A). 

Interest-bearing debt will then amount to NOK 669 million as of 31.12.24.

The company has signed term sheet for refinancing.  The company can also choose alternative solutions.

Tranche B – Non-interest-bearing debt

Non-interest-bearing debt (tranche B) will amount to NOK 1,319 million after payment on due date 30.09.24 whereof NOK 588 million is linked to sold ships.

The debt will also be serviced as of 31.12.24 based on earnings in the third quarter of 2024.  The final amount of non-interest-bearing debt is per now unknown. 

If all lenders choose settlement as of 31.12.24, non-interest-bearing debt (tranche B) will be reduced by NOK 180 million when this amount has been transferred to interest-bearing debt (tranche A).

The remaining amount will, regardless of the size of the amount, be converted into shares corresponding to 47% of the shares in the company.  Havila Holding AS will then convert its liquidity loan and maintain its ownership stake of 50.96% of the company.

Possible extension of the agreement

Should all lenders extend the agreement by one year, the interest-bearing debt will be adjusted downwards from NOK 489 million to NOK 410 million during 2025 without any upward adjustment. 

Non-interest-bearing debt (tranche B) will be repaid based on earnings.  The remaining non-interest-bearing debt will be converted into shares in the company as of 31.12.25.

The ownership will be reduced from 47% corresponding to the relative reduction in non-interest-bearing debt (tranche B) through 2025.

A lender can choose different solutions for each ship.  In that event, the share allocation for conversion of non-interest-bearing debt (tranche B) will be made as of 31.12.24,
and shares will be issued to lenders who have chosen it.  For the other lenders, the conversion will be postponed until 31.12.25.

Havila Holding AS will in this case convert its liquidity loan in separate transactions in order to maintain its stake in the company.

Contacts: 
Chief Executive Officer Njål Sævik, +47 909 35 722
Chief Financial Officer Arne Johan Dale, +47 909 87 706

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

The company has entered into contracts with Equinor Energy AS for the PSV vessels

• Havila Clipper
• Havila Fanø
• Havila Herøy

Each contract is for a firm period of twelve months, with six optional periods each of one month. 

Commencement will be within end of July 2024.

Contacts:

Chief Executive Officer Njål Sævik, +47 909 35 722
Chief Financial Officer Arne Johan Dale, +47 909 87 706

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

Havila Shipping has agreed with Reach Subsea to extend the contract for the IMR vessel Havila Subsea.
Existing contract ends at the end of 2024.  The contract extension is for a firm period of 3 year, with 2 one year options.

The contract extension is on market terms and includes also improved terms valid from 1. June 2024

Contacts:
Chief Executive Officer Njål Sævik, +47 909 35 722
Chief Financial Officer Arne Johan Dale, +47 909 87 706

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

Please find attached information to bondholders in HAVI04 and HAVI07

Contact:
Chief Financial Officer Arne Johan Dale, +47 909 87 706

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

Attachments

• Havi04 Q224
• Havi07 Q224

The Annual General Meeting in Havila Shipping ASA was held on 21 May 2024.

All proposals were approved according to the distributed agenda.

The minutes of meeting is attached and will be made available at the company website.

Contacts:
Chief Executive Officer Njål Sævik, +47 909 35 722

Chief Financial Officer Arne Johan Dale, +47 909 87 706

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

Attachment

• GM 21 05 2024

Contacts:
Chief Executive Officer Njål Sævik, +47 909 35 722
Chief Financial Officer Arne Johan Dale, +47 909 87 706

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

Attachment

• HAVI Q124