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2016-02-12

Havila Shipping ASA : Revised restructuring proposal

Havila Shipping ASA - Revised restructuring proposal

Fosnavåg, 12 February 2016
Reference is made to the press release issued by Havila Shipping ASA (the
"Company
") on 5 January 2016. Therein, the Company outlined the restructuring
agreement with its bank lenders (the "Master Agreement
") setting out the main terms and conditions of a financial restructuring of
the Company. On the same date, the Company summoned bondholders' meetings in
the Bond Issues to approve the restructuring, and certain amendments to the
terms of the Bond Issues.
Following the announced restructuring, the Company has been in extensive
dialogue with bondholders in each of the three Bond Issues, which have
contributed with constructive and specific suggestions for a revised proposal
acceptable to their respective bondholder community. In addition, the Company
has facilitated cross-creditor dialogue in order to increase transparency and
understanding for all major creditor groups.
The Company's financial position remains highly challenging, and it is
imperative for continued operations that the financial restructuring is
concluded. In light of this and on the basis of discussions to date, the
Company hereby presents a revised restructuring proposal (the "Restructuring
"). The revised proposal is based on the dialogue with the stakeholders, and
although not pre-agreed with qualified majorities across all Bond Issues, it
is supported by the largest holders within all Bond Issues, as well as the
bank lenders, which have agreed to a revised Master Agreement, and Havila
Holding AS as the largest shareholder and guarantor for the equity issue.
The Restructuring versus the original proposal consists of the following main
elements (for description of the original proposal, please refer to the press
release of 5 January 2016):

* NOK 4.5 million of the interest on HAVI08 for each of the years 2016-2018
shall be paid in cash.
* The Company will offer to buy back bonds in HAVI08 (the "Bond Buy-Back ")
up to a total par value of NOK 275 million at a price of up to 30% of par
value with settlement in cash upon completion of the Refinancing. The Bond
Buy-Back will be carried out as a reverse auction, in which the sales price
is equal for all sales and will be determined on the basis of sales orders
received. If the total volume tendered exceeds NOK 275 million in par
value, allocation will be made such that any volume tendered below the
sales price is fully repurchased and any volume tendered at the sales price
is bought back pro rata based on the amount of Bonds offered. (always
subject to the total volume bought not exceeding NOK 275 million in par
value).
* The equity issue will be increased from minimum NOK 200 million to NOK 300
million to enable cash interest payment on HAVI08 and to facilitate the
Bond Buy-Back as described above.
* The Sævik family (by Havila Holding AS) intends to maintain its current
proportionate shareholding and Havila Holding AS has guaranteed a
subscription of NOK 153 million.
* The new equity is to be secured through a private placement directed
towards existing shareholders and new investors, subject to and in
accordance with applicable securities regulations. Bondholders subscribing
in the equity issue will be given preferred allocation before new investors
to the extent possible.

There are no material amendments to the proposal to holders of HAVI04 and
HAVI06/07.

The Master Agreement, as revised to reflect the updated Restructuring
proposal, remains subject to the following main conditions to be subsequently
satisfied:

* Approval by Bondholders of corresponding amendments to the Company's bond
agreements as set forth herein no later than 15 February 2016.
* New equity secured no later than 15 March 2016, and
* Completed renegotiation of payment of the bareboat charter hire for "Havila
Troll" no later than 15 February 2016.

The Company will, in a separate announcement, summon the bondholders in the
Company's outstanding bonds Havila Shipping ASA 11/17 8,60% C - ISIN
NO0010605025 (HAVI06), Havila Shipping ASA 11/17 FRN C - ISIN NO0010605033
(HAVI07), Havila Shipping ASA 10/16 FRN C - ISIN NO0010590441 (HAVI04) and
Havila Shipping ASA 12/16 FRN - ISIN NO0010657174 (HAVI08 PRO) (the "Bond
Issues
") to bondholder meetings on or about 26 February 2016 for the approval of the
Restructuring and the appurtenant amendments to the bond terms.
The Company has on back of a constructive dialogue with the largest
bondholders requested the parties to the Master Agreement for an extension of
the deadline with respect to approval from bondholders to reflect the new
date for the bondholder meetings (26 February 2016). Although the request has
been approved by a vast majority of the parties, 100% approval was
unfortunately not obtained which is a requirement for amendments to the
Master Agreement to become effective.
In light of the above and in order to comply with the requirements as
stipulated in the Master Agreement, the Company is required to have a
qualifying majority in the Bond Issues by 15 February 2016. As the bondholder
meetings will be held on 26 February 2016, such qualifying majority will have
to be obtained through pre-acceptances from bondholders by proxy within the
15 February 2016 deadline. It is therefore critical that complete proxy forms
are delivered to the Nordic Trustee by end of business 15 February 2016.
Proxy forms for the respective Bond Issues are attached to the summons to
bondholders enclosed to this press release.
It is clear that the conditions set out herein continue to reflect the
extremely challenging conditions now facing the Company and all its
stakeholders, which has further deteriorated since the signing of the Master
Agreement. Should the Company fail to receive the necessary pre-acceptances
from bondholders by 15 February, the Master Agreement will expire. In such
case, the board and management of the Company are forced to evaluate the
Company's options, including the viability of further negotiations with its
creditors.
Negotiations regarding the amendment of the bareboat charter hire for "Havila
Troll" are ongoing and is required to be concluded within 15 February 2016.
The Company intends to issue a notice for an extraordinary general meeting
proposing the approval of the contemplated NOK 300 million equity issue. The
equity issue will be structured as a private placement directed towards
existing shareholders and new investors, subject to and in accordance with
applicable securities regulations. Prior to launch of the private placement,
the Company will invite certain existing shareholders, bondholders and new
investor to participate in a guarantee consortium at market terms. The
allocation criteria under the private placement will be determined by the
Company's Board of Directors. The Company's intension is however, to the
extent possible, to give existing shareholders a preferred allocation.
Secondly and to the extent possible, bondholders will be given preferred
allocation before new investors.
Swedbank Norway and Fearnley Securities AS are engaged as the Company's
financial advisors in connection with the bond amendments and Wikborg Rein&Co
Advokatfirma DA is engaged as the Company's legal advisor.
For further information, please contact:
--------------------------
| Havila Shipping ASA: |
| |
| Njål Sævik, CEO |
| Tel: +47 909 35 722 |
| E-mail:njaal@havila.no |
| |
| Arne Johan Dale, CFO |
| Tel: +47 909 87 706 |
| E-mail:ajd@havila.no |
--------------------------

------------------------------------------
| Swedbank Norway: |
| |
| Fred Lund, Fixed Income Sales |
| Tel: +47 23 23 62 88 / +47 99 16 19 15 |
| E-mail:Fred.Lund@swedbank.no |
------------------------------------------

--------------------------------------------------
| Fearnley Securities AS |
| |
| Svein Erik Nordang, Head of Fixed Income Sales |
| Tel: +47 22 93 63 65 / +47 90 07 12 85 |
| E-mail: s.nordang@fearnleys.no |
--------------------------------------------------

Proxy
http://hugin.info/138738/R/1985776/728355.pdf
Summons to bondholders
http://hugin.info/138738/R/1985776/728354.pdf

---------------------------------------

This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Havila Shipping ASA via Globenewswire

HUG#1985776

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