Prospectus - Danske Bank

Transcription

Hurtigruten ASA, prospectus of 1 June 2012
Registration Document
Prospectus
Hurtigruten ASA
Narvik/Oslo, 1 June 2012
Joint Lead Managers:
Danske Markets, DNB Markets, DVB Bank SE / Fearnley Fonds ASA, Nordea Markets,
Sparebank 1 Markets & Swedbank First Securities
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Important information
The Registration Document is based on sources such as annual reports and publicly available information and
forward looking information based on current expectations, estimates and projections about global economic
conditions, the economic conditions of the regions and industries that are major markets for the Company's
(including subsidiaries and affiliates) lines of business.
This Registration Document is subject to the general business terms of the Joint Lead Managers, available at
their websites. Confidentiality rules and internal rules restricting the exchange of information between different
parts of the Joint Lead Managers may prevent employees of the Joint Lead Managers who are preparing this
presentation from utilizing or being aware of information available to Joint Lead Managers and/or affiliated
companies and which may be relevant to the recipient's decisions.
The Joint Lead Managers and/or affiliated companies and/or officers, directors and employees may be a market
maker or hold a position in any instrument or related instrument discussed in this Registration Document, and
may perform or seek to perform financial advisory or banking services related to such instruments. The Joint Lead
Managers' corporate finance department may act as managers or co-managers for this Company in private and/or
public placement and/or resale not publicly available or commonly known.
Copies of this presentation are not being mailed or otherwise distributed or sent in or into or made available in the
United States. Persons receiving this document (including custodians, nominees and trustees) must not distribute
or send such documents or any related documents in or into the United States.
Other than in compliance with applicable United States securities laws, no solicitations are being made or will be
made, directly or indirectly, in the United States. Securities will not be registered under the United States
Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable
exemption from registration requirements.
The distribution of the Registration Document may be limited by law also in other jurisdictions, for example in
Canada, Japan and in the United Kingdom. Verification and approval of the Registration Document by
Finanstilsynet (the Norwegian FSA) implies that the Registration Document may be used in any EEA country. No
other measures have been taken to obtain authorisation to distribute the Registration Document in any jurisdiction
where such action is required.
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TABLE OF CONTENTS:
1 Risk factors ....................................................................................................................4 2 Definitions ......................................................................................................................7 3 Persons responsible .........................................................................................................8 4 Statutory Auditors ...........................................................................................................9 5 Information about the issuer ........................................................................................... 10 6 Business overview ......................................................................................................... 11 7 Organizational structure ................................................................................................. 19 8 Trend information .......................................................................................................... 21 9 Administrative, management and supervisory bodies .......................................................... 22 10 Major shareholders ...................................................................................................... 25 11 Financial information concerning the issuer's assets and liabilities, financial position and profits
and losses ....................................................................................................................... 27 12 Documents on display .................................................................................................. 29 Joint Lead Manager’s disclaimer ......................................................................................... 31 Articles of Association Hurtigruten ASA ................................................................................ 32 3 of 33
1 Risk factors
The company uses financial instruments such as bank loans, bond loans and convertible bond loans. The
purpose of these financial instruments is to raise capital for investments that are necessary for the company’s
activities. In addition, the company has financial instruments such as trade receivables, trade payables, etc.,
which are directly linked to the day-to-day operations. For hedging purposes the company makes use of certain
financial derivatives. The company uses financial derivatives for trading purposes to a limited extent.
As a result of its regular operations, the company is exposed to risks related, for example, to fluctuations in
exchange and interest rates and bunker costs. The company’s overall hedging strategy is to create predictability
for the company’s operations and reduce the impact volatility in macro-economic conditions might have on the
company’s financial performance and standing. The primary management parameter is the expected net cash
flow. Extensive use is made of simple, transparent and liquid hedging instruments, mainly forward contracts,
combined possibly with options and corridors.
Currency risk
The company operates internationally and is exposed to currency risk in multiple foreign currencies. This risk is
especially relevant in relation to the euro (EUR), US dollar (USD), pound sterling (GBP) and Australian dollar
(AUD). The currency risk arises from future ticket sales and assets and liabilities recognized on the balance
sheet. In addition, the bunker cost is quoted in USD. A currency risk arises when future commercial transactions
or recognized assets or liabilities are denominated in a currency other than the entity’s functional currency.
The company’s strategy is to hedge 60–80 per cent of the net expected cash flow in euro one to two years into
the future through the use of transparent and liquid instruments, usually forward contracts combined with foreign
currency loans. For 2012, 60 per cent of the net expected cash flow in EUR has been hedged. The company
completed the refinancing of its debt in March 2012. Portions of the loan can be converted from NOK to EUR in
order to achieve “natural hedging”. No decision has been made on the timing of the conversion.
In connection with chartering out the MS Finnmarken as a hotel ship to Boskalis Australia Pty Limited for 18
months, starting in April 2010, the company has had currency hedges for AUD corresponding to approximately 60
per cent of the expected cash flow throughout the term of the charter. The currency hedges expired at the same
time as the expiration of the charter on 30 October 2011.
Forward foreign currency contracts
The nominal amount of outstanding forward foreign exchange contracts at 31 December 2011 was NOK 465
million (2010: NOK 1 264 million). The hedged, highly probable transactions denominated in a foreign currency
are expected to occur at various dates over the next 12 months. The forward foreign exchange contracts mature
during the period from July to September, when most of the hedged cash flow is expected to occur. The forward
foreign exchange contracts satisfy the requirements for hedge accounting under IFRS and changes in the fair
value are recognized directly in the hedging reserve in equity. Gains and losses on forward foreign exchange
contracts that are recognized in equity at 31 December 2011, will be recognized in the income statement in the
same accounting periods that the hedged transactions affect the profit or loss. The gains or losses realised are
allocated to passenger revenues.
Interest rate risk
The company’s interest rate risk is associated with current and non-current borrowings. Borrowings at variable
interest rates entail an interest rate risk for the company’s cash flow. Fixed interest rate loans expose the
company to a fair value interest rate risk. In 2010 and 2011 the group’s loans with variable interest rates have
been in NOK.
The company manages the variable interest rate risk by means of variable to fixed interest rate swap contracts.
Interest rate swap contracts entail a conversion of variable interest rate borrowings to fixed interest rate
borrowings. The group enters into a contract with other parties to exchange the difference between the contract’s
fixed interest rate and variable interest rate calculated based on the agreed principal through the interest rate
swaps. At 31 December 2011 a minor portion (around 10 per cent) of the company’s debt has been hedged. In
connection with Hurtigruten’s refinancing of its debt in March 2012, interest rate hedges will be established
for 40–60 per cent of the bank loan.
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Interest rate swaps
The nominal principal on outstanding interest rate swaps at 31 December 2011 was NOK 300 million
(2010: NOK 300 million). At 31 December 2011 the fixed interest rate was 5.31 per cent (2010: 5.31 per cent).
The variable interest rates were NIBOR. Gains or losses on interest rate swaps recorded directly in equity at 31
December 2011, will continuously be reversed in the income statement until the bank borrowings (note 10 in
Annual Report 2011) have been repaid. The gains or losses realised are allocated to interest expenses.
Bunker oil
The company is exposed to fluctuations in bunker prices. The price of oil, and thus bunker oil, is determined in
international trading in USD, while the parent company purchases bunker oil in NOK. The risk can therefore be
split into a currency element and a product element. In its risk management strategy, the company has
emphasised the need to coordinate risk, and has therefore chosen to reduce the bunkers risk while the currency
risk is coordinated with the company’s other currency exposures.
The company enters into revolving quarterly forward contracts for the next 4–6 quarters to hedge 20–80 per cent
of the expected bunker consumption, with a greater share being hedged in the near future and less being hedged
further into the future. For 2012, 48 per cent of the expected bunker consumption has been hedged, with a
greater share being hedged in the first quarters and less being hedged towards the end of the year.
Oil derivatives
The nominal amount of outstanding forward bunker oil contracts at 31 December 2011 was NOK 150 million
(2010: NOK 94 million). The hedged, highly probable transactions denominated in a foreign currency are
expected to occur at various dates over the next 12 months. The forward contracts mature monthly. Forward
bunker oil contracts satisfy the requirements for hedge accounting under IFRS and changes in the fair value
are recognised directly in equity on a current basis. Gains or losses on bunker oil derivatives recognised
directly through equity at 31 December 2011, will be recognised in the income statement in the same accounting
periods that the hedged transactions affect the profit or loss. The gains or losses realised are allocated to bunker
costs.
Contingencies
At 31 December 2011, the company had contingent liabilities relating to bank guarantees and other guarantees,
in addition to other contingent outcomes in the course of regular operations. Significant liabilities are not expected
to arise with respect to contingent outcomes.
Membership in the NOx Fund
NOK 13.4 million in nitrogen oxide tax was charged to the annual accounts for 2011 (2010: NOK 14.0 million).
Members of the industrial fund for nitrogen oxides have collectively undertaken to reduce emissions of these
gases by 18 000 tonnes in total, broken down into 2 000 tonnes in 2008, 4 000 tonnes in 2009 and 12 000 tonnes
in 2010. A new environmental agreement relating to NOx for the period from 2011 to 2017 was signed on 14
December 2010. The signatories of the environmental agreement for the period from 2011 to 2017 have
undertaken to reduce their overall nitrogen oxide emissions by 16 000 tonnes and to maintain the emission
reductions achieved for the entire period. During this period the agreement has annual and biennial targets that
are to be met, broken down into 3 000 tonnes in 2011, 2 000 tonnes in 2012, 4 000 tonnes in 2013 and 2014,
4 000 tonnes in 2015 and 2016 and 3 000 tonnes in 2017.
The Norwegian Climate and Pollution Agency will monitor that the Fund reaches its collective targets. If these
targets are not met, the members may be required to pay the full amount of the tax on their respective share of
the emissions. This requirement will be calculated on the basis of the percentage of the collective target that has
not been achieved. The Fund has achieved its targets for the period from 2008 to 2010. The NOx Fund has
disclosed on its website that if all of the planned measures are implemented as intended until the end of 2011, the
affiliated companies will meet their overall commitments for 2011 with a high level of probability.
Supplementary Agreement in connection with the public procurement contract for the Bergen to Kirkenes
coastal service
The Norwegian authorities agreed in 2004 on a contract with Hurtigruten ASA for the delivery of transport services
along the Norwegian coast from Bergen to Kirkenes for the period from 2005 to 2012. This contract was awarded
based on competitive tendering. In October 2008 it was decided to increase the compensation to Hurtigruten
ASA for the remaining term of the contract by refunding 90 per cent of the NOx payments, general compensation
due to higher costs and allowing a reduction in the number of ships from 11 to 10 in the winter for the remaining
term of the contract. The Ministry of Transport and Communications has assumed that the additional grant is in
line with state aid policies.
In July 2010 the EFTA Surveillance Authority (ESA) decided to formally investigate in order to verify whether the
supplementary agreement entered into in 2008 is in accordance with the EEA’s rules for state aid. In June 2011
the ESA concluded that the additional compensation had not been granted in accordance with the EEA’s rules. It
was not evident from the conclusion what portion of the supplementary agreement the ESA believed to represent
illegal state aid.
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For further information, see 11.5 Legal and arbitration proceedings.
The existing contract with the government, represented by the Ministry of Transport and Communications,
expired on 31 December 2011 after Hurtigruten and the government agreed on a new contract for the Bergen to
Kirkenes coastal service for the period from 2012 to 2019. The new contract entered into force on 1 January
2012.
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2 Definitions
Hurtigruten ASA Group
The Company and its subsidiaries from time to time
Companies Registry
The Norwegian Registry of Business Enterprises (Foretaksregisteret)
Company/Parent company/
Hrtigruten
Hurtigruten ASA, a Norwegian public joint-stock company organized under
the laws of Norway, including the Public Limited Companies Act
Company Annual Report 2010
Hurtigruten ASA' annual report of 2010
Company Annual Report 2011
Hurtigruten ASA' annual report of 2011
Company Interim report 1Q of 2012
Hurtigruten ASA’ interim report for the first quarter of 2012
Company Articles of Association
The articles of association of the Company, as amended and currently in
effect
Company Board or Company
Board of Directors
Company Consolidated Financial
Statements
The board of directors of the Company
The consolidated financial statements and notes included in the
Company’s annual report to shareholders.
EFTA
The European Free Trade Association
ESA
The EFTA Surveillance Authority
NOK
Norwegian kroner
This document dated 1 June 2012
VPS or VPS System
The Norwegian Central Securities Depository, Verdipapirsentralen
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3 Persons responsible
3.1 Persons responsible for the information
Persons responsible for the information given in the registration document are as follows:
Hurtigruten ASA, Havnegata 2, Postboks 43, N-8501 Narvik.
3.2 Declaration by persons responsible
Responsibility statement:
This Registration Document has been prepared by Hurtigruten ASA in connection with issue of bonds and an
investment therein. We confirm that, taken all reasonable care to ensure that such is the case, the information
contained in the registration document is, to the best of our knowledge, in accordance with the facts and contains
no omission likely to affect its import.
Narvik (Norway), 1 June 2012
Hurtigruten ASA
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4 Statutory Auditors
4.1 Names and addresses
2010
The Company’s auditor for 2010 has been PricewaterhouseCoopers AS, independent public accountants, located
at P.O. Box 6128, NO-9292 Tromsø, Norway. Telephone: +47 02316.
State Authorised Public Accountant Kent-Helge Holst has been responsible for the Auditor's report for 2010.
PricewaterhouseCoopers AS is member of The Norwegian Institute of Public Accounts.
2011
The Company’s auditor for 2011 has been Ernst & Young AS, independent public accountants, located at P.O.
Box 1212, NO-9262 Tromsø, Norway. Telephone: +47 24 00 32 00.
State Authorised Public Accountant John Giæver has been responsible for the Auditor's report for 2011.
Ernst & Young AS is member of The Norwegian Institute of Public Accounts.
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5 Information about the issuer
5.1 History and development of the issuer
5.1.1 Legal and commercial name
The legal name of the Issuer is Hurtigruten ASA, the commercial name is Hurtigruten.
5.1.2 Place of registration and registration number
The Company is registered in the Norwegian Companies Registry with registration number: 914 904 633.
5.1.3 Date of incorporation
Hurtigruten ASA was incorporated on 24 July 1912.
5.1.4 Domicile and legal form
The Company is a public limited liability company organized under the laws of Norway, including the Public
Limited Companies Act. See also section 7.1 Description of group that issuer is part of.
The Company's visiting and mailing address is Hurtigruten ASA, Havnegata 2, NO-8500 Narvik, P.O. Box 43,
N-8501 Narvik. Telephone +47 97 05 70 30.
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6 Business overview
6.1 General
Since Richard With founded the service in 1893, Hurtigruten has given its guests unique travel experiences along
one of the world’s most beautiful coastlines. The company’s unique position in Norway and abroad rests not only
on scenic beauties but also on the utility its service has displayed from the start as a transport artery for freight
and passengers. Its community role was further reinforced in 2011 by a new and improved eight-year public
procurement contract from the government.
Hurtigruten aims to be the best way to experience the destination. It does this by getting close up to some of the
world’s most beautiful areas in Norway, off Greenland, in the Antarctic or around Svalbard. With a history and
experience dating back to 1893, the company has good maritime skills, is familiar with the sea lanes, and guides
its guests to the best sites offered by the coastal route. At the same time, it is in the service of Norway’s coastal
residents. Hurtigruten has a mission and a duty which extends beyond bringing tourists to its destinations. It
operates working ships which play an important role along the Norwegian coast every single day, and is part of
the coastal community from which it lives. Through close and good cooperation with a number of excursion
providers, the company can offer its guests experiences which nobody else can match. It is close to nature and
the local culture. The company is divided into four product areas: Hurtigruten Norwegian coast, explorer
products/MS Fram, Spitsbergen and charter. Activities which do not naturally fall under these headings are
classified as other business, primarily bus services.
History
Since 1893 Hurtigruten has been part of the coastal areas of Norway. With experience in polar areas, the
company has become an international travel company with a unique product.
Richard With - the founder of Hurtigruten
So when a seasoned Norwegian sea captain called Richard With proposed a regular steam ship service to link
northern and southern Norway, many saw it as an unrealistic folly.
Originally intended as a weekly daylight service from Trondheim to Hammerfest, delivering mail, cargo and
passengers, this audacious mariner then proposed to extend the service to travel both day and night, winter and
summer. His intention was to sail through waters that at this juncture had still not been mapped, through a
landscape that for centuries had only been accessible from the sea.
The Most Important Communication Link
For 90 years the Coastal Express became the most important communication link between the north and south
and it is from these pioneering voyages that the Hurtigruten tradition stems.
Translating as ‘fast route’, it was the quickest and most reliable passage into the remote lands of northern
Norway, regardless of weather conditions. Indeed it was not until 1893 that the mail delivery was finally entrusted
to road and air routes.
It is this heritage and experience that marks out Hurtigruten as one of the most professional and proficient
expedition voyage operations on the planet.
The Pioneering Years
During the middle years of the 19th century a few steamers plied the waters along Norway’s northern coast in an
attempt by the Norwegian government to unify the country.
In 1893 the government offered permission for a regular route to be opened up, an offer rejected by all but one
man – Richard With.
On 2 July, 1893, Captain With and his boat the Vesterålen sailed from Trondheim, on a journey to Hammerfest
that was to take 67 hours and arrived 20 minutes ahead of schedule! Realising the journey was now indeed
possible, a number of other companies joined under the Hurtigruten banner.
The War Years
Following Norway’s independence in 1905, the Great War of 1914 saw the next development in the Hurtigruten
story.
Kirkenes was included in the route, whilst the reduced production and increased cost of coal deliveries from
England resulted in the service being drastically reduced. The Depression years then saw the route regularly
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disrupted, before the Coastal Express began a boom period, with 1936 seeing the beginning of a daily sailing
from Bergen.
There were now 14 ships linking the coastal communities, visiting more ports than ever and transporting some
230,000 passengers annually. The Second World War heralded a dark time for Hurtigruten, suffering the loss of 9
ships and some 700 people, with ironically the Allies destroying twice as many vessels as Germany.
Rebirth and the Future
Following the war it was vital to rebuild the fleet as quickly as possible. The first 4 commissioned ships set new
standards in comfort and service, quickly followed by 11 more over the following decade.
The latter years of the 20th century saw Hurtigruten’s role change, as cars became more popular and the ship's
original remit changed. New ships were built with passenger comfort in mind, with more cabins and panoramic
lounges being included to accommodate a new kind of traveller.
A new generation of ships was built between 1993 and 2007, ensuring that today we have a fleet of custom
designed vessels capable of safely negotiating not only the rugged coastal waters of Norway and the Arctic, but
also the remote lands of Spitsbergen and Greenland and the southern oceans off Antarctica.
Hurtigruten Norwegian Coast
Hurtigruten’s history goes back to 1893, when With, a ship’s captain and member of the Storting (parliament),
established the coastal express as a year-round transport route between northern and southern Norway.
The service initiated a communications revolution in this land of fjords and mountains. But With had already seen
the tourist potential along what was later to be acclaimed as the world’s most beautiful coastline. He immediately
began international marketing of Norway as a tourist destination. Today, 119 years later, Hurtigruten is not only
an internationally renowned tourist brand but also an important part of the infrastructure for a number of coastal
communities between Bergen and Kirkenes. Hurtigruten Norwegian coast had operating revenues of NOK 2 449
million in 2011, or 62 per cent of the total for the company.
The importance of Hurtigruten has been demonstrated from the start by the government’s procurement of
services, and 2011 proved a very significant year for the company in that area. A new competitive tender
for the Bergen-Kirkenes service was a source of much suspense, and it became clear in April that Hurtigruten had
secured this contract. In force from 1 January 2012, this ensures daily calls at 34 ports throughout the year, and
safeguards a strong transport artery between Bergen and Kirkenes for eight years. Hurtigruten’s service along the
Norwegian coast is operated today with 11 vessels. Of different ages and designs, these collectively represent a
broad and unique offer to both local travellers and international guests. Hurtigruten’s largest unit, MS Finnmarken,
was chartered out as a hotel ship for much of 2011, and will strengthen the Norwegian coastal service when it
returns in February 2012. With its 628 berths, MS Finnmarken will increase capacity to the benefit of the coastal
population and guests from abroad. It will replace MS Nordstjernen in the service between Bergen and Kirkenes.
Explorer products/MS Fram
Hurtigruten also has long experience of explorer activities in waters beyond Norway. With was a pioneer in this
area as well. Even before the end of the 19th century, he demonstrated an ability and willingness to offer unique
travel experiences in Svalbard. His Sports Route from Hammerfest to Longyearbyen was initiated in 1896 as a
unique voyage on SS Lofoten. This service led With to build the very first tourist hotel in Svalbard on the Advent
Fjord. The spot where it stood is still known as Hotel Cape.
Polar waters provide unique experiences, and the MS Fram expedition ship allows Hurtigruten to offer visits to
such outstanding destinations as the Antarctic, Greenland and Svalbard. In recent years, the company has
developed a fourth concept for this vessel by offering experience voyages more centrally in Europe. Conducted
between the Antarctic and Arctic seasons, these cruises pay special attention to important sites in terms of
cultural history along the European coastline.
The explorer business had operating revenues of NOK 279 million, compared with NOK 242 million in 2010.
Spitsbergen
With’s modest hotel on the Advent Fjord was the start of a fantastic travel product in Svalbard. The Spitsbergen
product area today embraces two hotels, a guesthouse, a broad array of tour activities, conference facilities,
excursions and sailings with the chartered MS Polar Star. Activity in the product area was substantially reduced in
2011 when the owner of the latter vessel, Karlsen Shipping, went into liquidation. The whole season accordingly
had to be cancelled. While the Spitsbergen Travel subsidiary represents large parts of the activity in Svalbard,
it is not legally identical with the product area. The latter had operating revenues of NOK 138 million, compared
with NOK 201 million in 2010.
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Charter (Other business)
This product area as established in 2010, primarily on the basis of the charter of MS Finnmarken as a hotel ship
in connection with the development of the Gorgon field off Australia. That contract ran until 30 October 2011. .
MS Finnmarken has subsequently been restored to the Hurtigruten standard and also underwent its 10-year class
survey before returning to Hurtigruten Norwegian coast on 16 February 2012.
The charter product area had operating revenues of NOK 667 million, compared with NOK 591 million in 2010.
Activities related to vessel chartering were classified from 1 January 2012 under the product area “Other
business”.
6.1.1 Company Vision, Values and Strategy
Vision
Hurtigruten’s vision is to offer real experiences in unique waters. The company will be a leading travel company
based in northern Norway. It will provide its guests with real experiences in unique waters based on local
culture and magnificent scenery.
Values
The values of secure, generous and responsible will underpin the way the company reaches its goals.
Hurtigruten’s overall objectives are to:



realise the potential in the “Hurtigruten” brand by continuing to develop the service along the Norwegian
coast
reinforce its position as a leader for explorer cruises in Polar waters
create durable profitability and represent an attractive investment through a market-focused and
industrialised organisation.
Strategy
Hurtigruten will create value for owners, customers, employees and partners by working purposefully to exploit
the long-term value creation potential provided by the company’s strategic platform. Through the “authentic”
brand platform, Hurtigruten’s products will be differentiated from competitors on the basis of real and active
experiences in unique waters, close to nature and local culture.
6.1.2 Principal activities
The company is divided into four product areas: Hurtigruten Norwegian coast, explorer products/MS Fram,
Spitsbergen and other business. Activities which do not naturally fall under these headings are classified as other
business, primarily bus services.
Norwegian coast
Hurtigruten has reaped recognition for a long time as the world’s most beautiful sea voyage, and has received
many international awards as a cruise operator.
The combination of tourism and local transport forms a unique hybrid which guests seem to appreciate. With its
history and strong ties to its ports of call, Hurtigruten is part of the destination – and of the story it tells.
Guests along the Norwegian coast fall into two categories: round-trip and port-to-port. The former visit both the
terminal ports – Bergen and Kirkenes – on their coastal voyage. They take either half a round trip (six days)
between Bergen- Kirkenes or Kirkenes-Bergen, or a whole round trip (11 days) from Bergen to Kirkenes and
back. A port-to-port voyage is made over part of this route.
The winter code was cracked by Hurtigruten in 2010. After rising winter travel during the first quarter over the
previous four years, 2010 saw a step change with no less than 46 per cent more cruise nights in the first quarter.
That fantastic increase was confirmed in 2011, with a further 15 per cent growth in cruise nights during the first
quarter. The number of cruise nights for the year as a whole also rose by three per cent from 2010. Round-trip
cruise nights increased by 7.2 per cent. Overall, Hurtigruten Norwegian coast had 1.1 million cruise nights during
2011. This expansion was achieved despite the operational challenges faced in 2011, with a substantial number
of cancellations from both bad weather and incidents.
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Hurtigrute
en ASA, prosp
pectus of 1 June 2012
Registratiion Documentt
ern Hurtigruten vessels offe
er substantial ccapacity, and occupancy is best in the thrree summer months
m
of
The mode
June, Julyy and August. Work on developing new o
offers and prod
ducts has bee
en stepped up sharply. That yielded
an effect in the first qua
arter through the
t conceptua
alisation of the
e winter season product. “Huunting the Ligh
ht” has
opular with gu
uests. Experien
nce gained fro
om this work will
w now be use
ed to develop the other sea
asons. A
proved po
new sprin
ng concept wa
as tested on tw
wo ships in 20 11, and the “A
Arctic Awakening” product iss being implem
mented on
all the vesssels along th
he Norwegian coast from 20
012. The goal is to increase the number oof passengers in March,
April and May.
The overa
all fleet in the product area consists of 11 vessels, whic
ch provide daily sailings in H
Hurtigruten’s licensed
service co
overing 34 ports between Bergen
B
and Kirrkenes. The sh
hips are different, but all havve a functiona
ality
tailored to
o sailing along
g the Norwegia
an coast. Theyy have comforrtable lounges
s with fine view
ws, and most provide
good conference facilities. Various ty
ypes of cabinss and suites arre also offered
d by the vesseels, all to a hig
gh
afes, bars and souvenir shop
ps. A charterp
party was ente
ered into in Occtober 2009 fo
or MS
standard,, as well as ca
Finnmarkken to support the Gorgon field developm ent off Australia, and this ve
essel was takeen out of the
Hurtigrute
en service along the coast. The charter e nded on 30 October
O
2011, and
a the ship w
was back in se
ervice
along the
e coast on 16 February
F
2012
2.
g revenues forr the product area
a
came to N
NOK 2 449 million in 2011, representing 62 per cent off the
Operating
company’s annual operating revenue
es.
en conducts re
egular surveys
s of passenge
er satisfaction, and the respo
onses are veryy good. Hurtig
gruten
Hurtigrute
targets th
he following market segments:




H
d leisure: tourists from Norw
way and abroa
ad
Holidays and
C
Courses and conferences
s: directed at tthe business market,
m
the public sector andd associations
s in
Norway
P
braces private individuals re
equiring transp
port along the Norwegian co
oast
Port-to-port: primarily emb
arily meets the
e need for carrgo transport along
a
the Norw
wegian coast.
Freight: prima
ng to delvelop its distinctive character is im
mportant for Hurtigruten
H
in order
o
to differeentiate its prod
duct from
Continuin
those offe
ered by compe
etitors. Experience of nature
e, close conta
act with Norway’s coastal cuulture and ordinary life,
and uniqu
ue travel expe
eriences are ke
ey elements. H
Hurtigruten ha
as employees who know thee Norwegian coast,
c
both
on the ships and in sup
pport functions
s ashore. Goo
od Norwegian maritime skills
s combined wiith experience
ed and
service-m
minded person
nnel in the hote
el and restaura
rant departmen
nts on the ship
ps ensure extrra quality for travellers.
The Hurtigruten ships are
a specially designed
d
to wo
ork along the Norwegian co
oast. They cann call at ports and
a pass
waters closed to other cruise
e vessels. The
e combination of local travellers and tourissts adds an extra
through w
n for both grou
dimension
ups of guests.. Ties are forg
ged on board and
a friendships formed. Cultture and know
wledge are
exchange
ed.
The holid
day and leisu
ure segment
In the holiday and leisu
ure segment, Hurtigruten
H
facces competitio
on from other Arctic
A
destinattions for touris
sts both in
Norway a
and abroad, su
uch as Svalbard, Iceland, Sw
weden, Finlan
nd, Russia and
d Alaska. The cruise lines are
a its
main com
mpetitor for peo
ople who chos
se a holiday b
based on sea travel.
t
Foreign
n players havee substantially
increased
d
14 of 33
their activities along the Norwegian coast in recent summers. Others have seen the potential of the winter as a
travel product and have launched cruises to Norway with the Northern Lights as the theme. This shows that the
Norwegian winter is becoming increasingly attractive to people outside Norway. Hurtigruten has just over 15 per
cent of the overall cruise market along the Norwegian coast for the year as a whole.
The meeting and conference segment
Competition in the meeting and conference segment comes primarily from the Norwegian market. All the
Hurtigruten vessels have the capacity to accommodate meetings, and the newer ones also offer conference
facilities. This product is directed mainly at the national market, principally in competition with hotels and
international ferry operators. Hotels are also partners, since a number of customers opt for a combination of
courses/meetings on land with an experience on Hurtigruten.
The port-to-port segment
In the port-to-port segment, Hurtigruten faces competition from other modes of transport which carry passengers
along the coast between Bergen and Kirkenes, such as fast ferries, airlines, coaches and private cars. This guest
category also includes people who choose Hurtigruten as a short-break option for weekends and days off. The
service competes here with hotels, urban holidays, spas and weekend trips abroad. Hurtigruten has responded to
this target group with real unique experiences, a high level of comfort, special offers directed at port-to-port
passengers, art exhibitions and various forms of onboard events. An extensive programme of excursions also
adds an extra dimension to a Hurtigruten voyage. The price structure in this segment has also been greatly
simplified. Prices were reduced from January 2011 on a number of shorter stretches in order to meet competition
from other modes of transport more effectively.
Port-to-port passengers still represent the bulk of travellers with Hurtigruten, close to 80 per cent of the total. They
accounted for 21 per cent of the company’s passenger revenues in 2011. Passengers in this area can be divided
into three main groups – course and conference trips, short breaks and straightforward local commuters.
Hurtigruten
has experienced a decline in all these segments in recent years. Measures to rectify this position were
accordingly taken during 2010 and 2011 in the form of market communication, price structure and reservation
accessibility. The effect of these measures in 2011 is rather difficult to gauge because the year was affected by
operating disruptions. Incidents and extreme weather meant a record number of cancelled port calls, and a
consequent decline in cruise nights.
Guest numbers for the port-to-port segment declined by 4.3 per cent in 2011. A number of incidents, and not least
the extreme weather conditions during the autumn, explain much of this reduction.
Freight segment
Competition in the freight segment comes from alternative operators, primarily road hauliers and other cargo
vessels plying along the coast.
Hurtigruten carries substantial amounts of cargo along the Norwegian coast, and operates as an agent for Nor
Lines AS. The latter is responsible for the marketing and sale of freight capacity on Hurtigruten vessels. Rising
environmental awareness in the community means that growing numbers are choosing options which protect the
environment, and this helps to strengthen Hurtigruten’s competitive advantage as a freight carrier. A number of
large grocery players are among those who prefer to use the service as part of their own environmental
commitment, particularly on the section north of Tromsø.
Hurtigruten carries freight over long distances, and is often the only option open to the coastal population for
regular transport of fresh produce and products. The service carried some 101 500 tonnes of freight in 2011, a
slight increase from 2010. Cargoes carried by Hurtigruten reduce the burden on the road network by the
equivalent of about 10 000 lorries per year. That represents a substantial socio-economic saving, not least with
regard to accidents. The new public procurement contract calls for a freight capacity of 150 Europallets north of
Tromsø.
Public procurement Contract
The important freight and passenger transport service represented by the Hurtigruten ships are the background for the
public procurement contract with the government. The former agreement was entered into in 2005, and the transport
ministry invited ten-ders for a new contract on 30 June 2010. Bids could cover three options: daily sailings, five
days a week in the winter and seven in the summer, or five days a week year-round. The requirements for vessel
size were reduced by 20 per cent from the previous contract, to 320 passengers and 120 berths.
Hurtigruten ASA won the contract, and it was signed with the ministry in April 2011. Running from 1 January 2012
to 2019, this agreement ensures daily departures from all 34 existing ports of call throughout the year. The
government has an option to extend the contract for one year after it expires.
Worth a total of NOK 5 120 million in 2011 value, the contract provides an average compensation of NOK 640
million per year for public procurement of services. By comparison, the government paid NOK 360 million in 2011.
Hurtigruten is very satisfied that it has been possible to secure a remuneration which reflects the cost and risk of
15 of 33
Hurtigrute
en ASA, prosp
ublic procurem
ment contract confers the security andd long-term perspective
the service provided. The new pu
uct which the coastal comm
munity deserv
ves and Hurtiggruten require
es. The 11
required to deliver the quality produ
an 25 000 portt calls every ye
ear.
ships makke no less tha
Explore
er productss/MS Fram
m
Compare
ed with its core
e business along the Norwe
egian coast, ex
xplorer produc
cts represent a fairly new priority area
uilt up a leadin
ng position in this
t
market witthin relatively few years.
for Hurtigruten. The company has bu
ness is concen
ntrated on thre
ee geographiccal areas: Spittsbergen, Gree
enland and th e Antarctic, bu
ut
The busin
fantastic e
experiences are
a also offered by the comp
pany with spring and autumn cruises in E
Europe on MS Fram.
MS Fram
m
Hurtigrute
en’s new MS Fram
F
explorerr ship began o
operating in Ma
ay 2007, with its destinationns as Greenland in the
summer a
and the Antarcctic for the win
nter season. A
Activities with this
t
vessel were changed duuring 2010.
The Gree
enland season
n was shortene
ed to the bene
efit of Spitsberrgen. That con
ntinued in 201 1, with severa
al unique
cruises in
n the waters to
o the north-west of Svalbard
d. The ship als
so made two circumnavigati
c
ions of these islands.
Greenland cruises have been concentrated to a grreater extent on
o the unique west coast, w
with the focus on
o Disko
Bay. For many people, the Antarctic is the most in
naccessible of destinations. On MS Fram,, they experien
nce this
continent at close hand
d during the winter months ffrom Novembe
er to March. The
T Europe cruuises are beco
oming
establishe
ed, and were designed to make
m
the transsfer between th
he northern an
nd southern h emispheres more
m
profitable
e. Fine-tuning MS
M Fram’s sc
chedule has al lowed the ves
ssel to make more
m
cruise nigghts available than
before, an
nd represent an
a important move
m
to impro
ove profitability
y. Cruise nightts for MS Fram
m increased by
y 7.5 per
cent from
m 2010 to reach 69 018.
erating revenue for MS Fram
m came to NO K 279 million, compared with NOK 242 m
million in 2010. This
Total ope
increase reflects the grrowth in cruise
e nights.
nd
Greenlan
Hurtigrute
en’s cruise acttivities off Greenland began
n in 1998, and continued in 2003
2
as a sepparate charter business
through N
Norden Tours, which was then a subsidia ry of Hurtigrutten’s German office. MS Fraam is purpose
ebuilt
for cruisin
ng in Polar wa
aters, and wins
s great praise from both pas
ssengers and Greenlanderss.
arctic
The Anta
This busin
ness was esta
ablished in 200
02. After operrating for a tim
me with two ves
ssels, it was reesolved from the 2008
season to
o concentrate exclusively on
n MS Fram. Th
hree different cruises are no
ow offered, wiith magnificent
experiencces and excitin
ng activities. Most
M
start from
m and finish att Ushuaia in Argentina. The biggest markets for
Antarctic cruises have so far been Germany
G
and t he USA, and the
t proportion
n of US guestss has shown th
he largest
increase over the past couple of years.
Europe c
cruise
In connecction with the seasonal
s
trans
sfer of MS Fra
am in the sprin
ng of 2010, the
e ship sailed eempty from Bu
uenos
Aires to L
Las Palmas in the spring, an
nd from Halifaxx to Buenos Aires
A
in the auttumn. Cruisess of varying du
uration to
European
n cities were offered
o
betwee
en Las Palmass and Reykjav
vik for the vario
ous Hurtigruteen markets. Th
hese were
well receiived and repeated in 2011. The vessel wiill also offer a Europe cruise
e to Las Palmaas in the autumn.
Spitsbe
ergen
The comp
pany’s operatiions in Svalba
ard are run thro
ough Spitsberrgen Travel AS
S with subsidiaaries in Longy
yearbyen.
Spitsberg
gen Travel is Svalbard’s
S
olde
est tour opera
ator.
ng a travel agency which orrganized trips to the mainlan
nd for coal min
ners, Spitsberrgen Travel is now a
From bein
tour opera
ator which hellps its guests to enjoy uniqu
ue experiences in the high north.
n
As a com
mplete provide
er, it
16 of 33
makes the dreams of its guests come true. It offers snowcovered glaciers, sunsets over the pack ice, dog-sled
driving, kayaking, cave excursions, cross-country skiing and – not least – expedition cruises in fantastic settings.
The company’s core activities are related to hotel and restaurant operation, explorer cruises, and meetings and
experiences for the corporate sector. A broad range of tour activities are covered, from one-day outings to longer
summer and winter excursions. The business also encompasses Ing G Paulsen AS, a trading company which
supplies snowmobiles, equipment and outdoor clothes as well as hiring out equipment. Complete programmes
are tailored by Spitsbergen Travel for meetings, courses, conferences and experience trips in Spitsbergen.
A large proportion of these experience products are developed in-house, but local sub-contractors are also used.
The summer of 2011 was affected by the cancellation of the whole season for the chartered MS Polar Star vessel.
This occurred immediately before the season opened because the owner, Karlsen Shipping, went into liquidation.
The cancellation also had consequences for land-based operations in Spitsbergen in the form of fewer cruise
nights, but margins for the course and conference product are also under pressure. A larger proportion of the
guests come on package tours sold via travel agencies.
Operating revenues for the product area were NOK 138 million, compared with NOK 201 million in 2010. Big
changes in the allocation of MS Fram between the explorer products/MS Fram and Spitsbergen product
areas mean that these figures are not directly comparable.
The commitment to explorer cruises in Polar waters has become an important business, with a potential for
growth and profitability. Hurtigruten is the clear market leader in Svalbard, ranks among the leaders in the
Antarctic and, with the introduction of the MS Fram explorer ship, has established a new scale for experience
cruises to Greenland. Explorer cruise operations also represent an important element in an optimisation
of the company’s product portfolio. Based on an extensive and varied product range, the position as a leader for
experience cruises in Polar waters will be further developed towards an active, broad and affluent international
public with a generally wider spread of ages than is typical for the traditional Hurtigruten voyages.
The business will be further strengthened through:




continued development of the existing product portfolio
exploiting opportunities for cross sales between products
an increased marketing commitment, brand-building and strengthening of sales organisation
commitment along the value chain through the development of logistics, destinations and excursions
Other Business
Activities related to vessel chartering were classified from 1 January 2010 as a separate product area because
the turnover concerned had become substantial during 2009.
A charterparty was entered into in October 2009 for MS Finnmarken to serve as a hotel ship in connection with
the Gorgon development off Australia. Running from 18 months from the start-up date of 30 April 2010, this
contract terminated on 30 October 2011. MS Finnmarken has subsequently been restored to the Hurtigruten
standard and also underwent its 10-year class survey before returning to Hurtigruten Norwegian coast on 16
February 2012.
A provision for loss has been made in relation to outstanding claims against the contractual counterparty related
to the charter business. This provision reflects a dispute over parts of the receivables, which has been submitted
to arbitration. The NOK 46 million provision represents a precautionary measure, and does not reflect
Hurtigruten’s view of the validity of its claim. An EBITDA of NOK 294 million was secured over the whole charter
period.
From January 2012 activities related to vessel chartering are not separate product area.
Hurtigruten ASA has pursued substantial activities in the freight and bus transport sectors. These operations are
incorporated in the other business product area, which consisted in 2011 of the bus activity as well as chartering
out the company’s two remaining fast ferries, MS Fjordkongen and MS Fjorddronningen. These vessels are now
laid up in anticipation of a sale. Hurtigruten has a 71.3 per cent interest in AS TIRB, which operates buses
through its Cominor AS subsidiary.
At 31 December 2011, the bus business embraced some 300 buses and just over 400 permanent employees.
This activity will be substantially reduced by the loss of tenders in the Tromsø area. Properties related to the bus
business were sold off during the fourth quarter of 2011.
In addition, Hurtigruten owns a limited portfolio of properties which are partly used by the group and partly leased
to external lessees. Other business had operating revenues of NOK 405 million, compared with NOK 416 million
in 2010.
17 of 33
Hurtigrute
en ASA, prosp
6.1.3 F
Fleet
18 of 33
Hurtigrute
en ASA, prosp
7 Org
ganizatiional structure
e
Subsidiarries are all enttities (including
g special purp
pose entities) over
o
which the
e group has thhe power to go
overn the
financial a
and operating policies, gene
erally accomp
panying a sharreholding of more
m
than one half of the votting rights.
Hurtigrute
en consolidate
es three specia
al purpose en tities in the grroup accounts. These are K
Kirberg Shippin
ng KS with
1% owne
ership, Kystrute
en KS with 0%
% ownership a
and RezCenter OÜ with 0% ownership.
7.1 De
escriptio
on of group that iissuer is part of
Hurtigrute
en ASA is an operational
o
co
ompany.
Hurtigrute
en ASA (the parent compan
ny) and its sub
bsidiaries (toge
ether the group) are engageed in tourism and
a
transport activities in Norway and ab
broad. The com
mpany’s core business cons
sists of Hurtigrruten service along the
Norwegia
an coast, with daily calls in 34
3 ports betwe
een Bergen an
nd Kirkenes an
nd explorer acctivity in the Polar
regions.
The group
g four productt areas: Hurtiggruten
p’s operating segments are organized intto the following
Norwegia
an coast, Explo
orer products, Spitsbergen and Charter. Activities
A
that do not naturaally fall within these four
segmentss are grouped into Other business. These
e operating se
egments are re
eported in the same way as internal
reporting to the board of
o directors an
nd executive m
management.
The comp
pany is a public limited com
mpany incorporrated and dom
miciled in Norw
way, with headdquarters at Havnegata
2, Narvik.. The group allso has offices
s in Tromsø an
nd Finnsnes, wholly-owned
w
foreign sales companies in
n
Hamburg, London and Paris as well as activities in
n Longyearbye
en. The company is listed oon the Oslo Sto
ock
Exchange
e.
19 of 33
Hurtigrute
en ASA, prosp
7.2 Iss
suer dep
pendent upon oth
her entitiies
The paren
nt company Hurtigruten
H
ASA
A is dependen
nt upon foreign subsidiaries
s which repressent an importtant part of
the comp
pany’s sales orrganization.
e parent comp
pany Hurtigrute
en ASA assum
mes a conditioonal liability
In its ongoing businesss activities, the
through g
guarantees isssued directly to
o or on behalff of its subsidia
aries/associate
es. The amouunts in the
table abo
ove represent the
t maximum potential amo
ount of future commitments
c
the company could be
obligated to meet unde
er the guarante
ees. None of tthese amounts
s have been recognized on the balance
31 December 2011.
sheet at 3
Liabilities and Secure
ed Debt:
20 of 33
8 Trend information
Outlook as per Interim report for the first quarter of 2012
Combined with the new public procurement contract from the Norwegian government, increases of about 16 per
cent in cruise nights and 22 per cent in prices yielded a satisfactory result for the Norwegian coast business.
Hurtigruten’s Hunting the Light winter concept has been a success since its launch in 2007, with strong growth in
this season every year except during the financial crisis in 2009. Hurtigruten differs in this area from the rest
of the cruise industry, which reduces its prices sharply in order to maintain volume. Product development
continues for the other seasons based on experience from the winter season. The Arctic Awakening spring
concept has been launched this year on all the ships.
Bookings for the rest of 2012 reflect a more challenging market. Volume is roughly unchanged from 2011, but
prices are higher. Germany, which previously contributed the bulk of Hurtigruten’s growth along the Norwegian
coast, is delivering a lower volume than last year. The British market shows a strong increase. Booking figures for
the past month indicate a more positive trend after a number of measures were initiated around Easter in
both Norway and Germany.
Developments in the port-to-port sector remain unsatisfactory, although the number of cruise nights increased by
three per cent in the first quarter. Port-to-port traffic correlates closely with operating regularity, which was not
good during the quarter. January was particularly weak, since two ships had to be docked because of technical
problems. As regularity improved during the quarter, the number of port-to-port cruise nights also rose.
Expectations attach to the marketing campaigns which were launched in Norway for the port-to-port market during
the spring of 2012. Capacity for port-to-port travel in the summer has also been increased by the introduction of
MS Finnmarken.
The board is gratified that it proved possible to put a good long-term financing package in place for Hurtigruten
during the first quarter, even though the capital market was difficult. This refinancing marked the termination of the
extensive restructuring process initiated in 2008.
Results for the first quarter were in line with the board’s expectations. Market conditions have now become more
challenging, but measures have been adopted to reduce the impact of this downturn and to ensure continued
growth in the number of cruise nights.
8.1 Statement of no material adverse change
There has been no material adverse change in the prospects of the issuer since the date of its last published
audited financial statements. See clause 11.6.
21 of 33
9 Administrative, management and supervisory bodies
9.1 Information about persons
Board of Directors
The table below set out the names of the members of the Board of Directors of the Company:
Name
Position
Business address
Trygve Hegnar
Chair
Helene Jebsen Anker
Deputy Chair
Petter Stordalen
Board member
Per Helge Isaksen
Board member
Berit Kjøll
Board member
Mai Elmar
Board member
Arve Giske
Board member
Tone Mohn-Haukland
Board member
Hurtigruten ASA, Havnegata 2, NO-8500
Narvik
Narvik
Narvik
Narvik
Narvik
Narvik
Narvik
Narvik
Trygve Hegnar, Chair (b 1943) has an MSc in business economics and began his career as a researcher at the
Institute of Transport Economics in Oslo while serving as president of the Association of Norwegian Students
Abroad (Ansa). He is currently owner and CEO of Hegnar Media AS and editor of both Finansavisen and Kapital.
Hegnar has holdings in the media, industry, the travel trade and real property, and has held and holds a number
of directorships in the private and public sectors. He was CEO and chair of Kloster Cruise/Norwegian Cruise Line
in the 1980s and 1990s, chair of Ullevål Hospital, the Larvik Line ferry operator and the Bennet travel agency
chain, as well as a director of Dagbladet and Oslo Sporveier. He is currently chair of Windy Boats, Hotel Vic and
Hegnar Hotel (Holmen Fjordhotell) as well as some smaller companies. Hegnar’s interests are concentrated in
Periscopus AS, which he chairs and owns with his children. He has written a number of books on economics,
transport and art, as well as a biography of Vebjørn Tandberg. Hegnar is a Norwegian citizen and resident in
Oslo, Norway. He has no assignments for Hurtigruten ASA other than his board appointment.
Shares in Hurtigruten ASA: 118 723 289 owned through the company Periscopus AS.
Helene Jebsen Anker, Deputy Chair (b 1959) holds an MSc in business economics from the Norwegian School
of Economics and Business Administration. She began her career with IBM in 1983 before moving to the banking
sector in 1986, initially with Bergen Bank AS as office manager in the international division. Jebsen Anker
subsequently held various senior executive positions in Bergen Bank and Christiania Bank. She was credit
manager in Nordea’s central unit for property finance in Norway until 2009. She is currently a director of Eitzen
Chemical ASA, BN Bank ASA, NOS Clearing ASA and Imarex ASA. Jebsen Anker is a Norwegian citizen and
resident in Oslo, Norway. She has no assignments for Hurtigruten ASA other than her board appointment.
Shares in Hurtigruten ASA: 90 000.
Petter Stordalen, Director (b 1962) is a hotel owner, real estate developer and investor. Stordalen is the owner
of Home Invest owning Nordic Chice Hotels, Home Properties and Home Capital.
Shares in Hurtigruten ASA: 21 023 693 owned through the company Home Capital.
22 of 33
Per Helge Isaksen, Worker director (b 1955) is a sailor on mv Polarlys. He joined the company in 1982, in the
section which was then known as Nord Ferries. Isaksen was previously a member of the corporate assembly and
a director of OVDS ASA. He was also a member of the corporate assembly of Hurtigruten ASA following the
merger in 2006. Isaksen is resident at Korsnes in Tysfjord local authority. He is a member of the Norwegian
Seamens’ Union.
Shares in Hurtigruten ASA: 0.
Berit Kjøll, Director (b 1955) has degrees in market economics and tourism, and has taken advanced
management programmes (AMP) at Insead and the Harvard Business School. She has broad experience
from management of companies in change, with a strong focus on customer/market orientation and profitability.
Kjøll has previously been president of Kilroy Travels AS, TusenFryd AS, Flytoget AS and Steen og Strøm
ASA, and was most recently divisional vice president of Telenor ASA. She has broad boardroom experience,
including with DnB Nor ASA, Avinor, Nortra and SAS AB. She is currently a director of Interoil Exploration &
Production ASA, the student board at the Norwegian School of Management and the C Ludens Ringnes
Foundation/Victorius Invest AS. Kjøll is a Norwegian citizen and resident in Oslo, Norway. She has no
assignments for Hurtigruten ASA other than her board appointment.
Mai Elmer, Director (b 1954) has bachelor’s degrees in hotel management as well as public relations and
communication, and long professional experience of the hotel sector in Norway and the Netherlands. This
includes management of several establishment. Elmar has been executive director of the Rotterdam cruise port
for the past decade. In that connection, she holds a number of key posts related to the European cruise industry
in general and to Rotterdam in particular. She also has a number of directorships related to the Dutch maritime
industry and has served as Norwegian consul in Rotterdam for five years. Elmar is a Norwegian citizen and
resident in Rotterdam, the Netherlands. She has no assignments for Hurtigruten ASA other than her board
appointment.
Arve Giske, Director (b 1959) has a degree in business from the Norwegian School of Management as well
as training as a sommelier, cook and waiter. He has experience from Hotell Continental in Oslo, where he worked
in all the restaurants and the kitchens. Giske was also head waiter at Frognerseteren restaurant before becoming
manager of Holmen Fjordhotell in 1986. Since 1987, he has also been head of Hegnar Hotell AS. He has held a
number of directorships and other honorary posts, including eight years on the board of Norwegian Conference
Hotels and four years on the Asker Chamber of Commerce. Giske is a Norwegian citizen and resident in Asker.
He has no assignments for Hurtigruten ASA other than her board appointment.
Tone Mohn-Haukland, Worker director (b 1971) graduated as a sommelier from the Culinary Institute of
Norway in Stavanger and has a long background from the hotel and restaurant sector in Oslo, Monaco
and New York. She has earlier experience from leading sales posts in SAS, Telenor and Engelstad Vin &
Brennevin AS. She graduated in boardroom expertise from the Norwegian School of Management. MohnHaukland has worked as a tour guide for Hurtigruten since 2004, and with explorer cruises in the Antarctic.
She is the chief official of the Norwegian Seamens’ Union on mv Trollfjord. Mohn-Haukland is a Norwegian citizen
and resident in Narvik.
Management
The key management of Hurtigruten ASA comprises the following:
Name
Position
Business address
Olav Fjell
CEO
Torkild Torkildsen
Deputy CEO
Glen Peter Hartridge
Product and revenue director
Ole Fredrik Hienn
Director legal affairs
Asta Lassesen
CFO
Hans Rood
Sales director
Dag-Arne Wensel
Director maritime technical
operations
Narvik
Narvik
Narvik
Narvik
Narvik
Narvik
Narvik
23 of 33
Olav Fjell (b 1951) has been chief executive officer of Hurtigruten ASA since 2007. He has previously been chief
executive of Lindorff Group AB, Statoil and Postbanken, executive vice president in DnB and vice president
finance for Kongsberg Våpenfabrikk. Fjell has also held a number of directorships, and took an MSc in business
economics at the Norwegian School of Economics and Business Administration in 1975. He is a Norwegian
citizen and resident in Asker, Norway.
Shares in Hurtigruten ASA: 1 119 040 of which 1 068 890 shares are owned through the company Fjellvit AS.
Torkild Torkildsen (b 1953) joined the company in 1977. He has been traffic manager, human resources head,
operations manager, vice president local transport, vice president shipping operations and executive vice
president operations. As deputy CEO, he has overall responsibility for Hurtigruten’s strategic development,
chartering vessels in and out, fleet development, acquisition and disposal of companies, the freight business and
work on new tenders. Torkildsen has experience from I M Skaugen/RCCL and NNDC. He has also held a number
of directorships and has been a member of the central negotiating committee for inland shipping since 1988.
Torkildsen is a Norwegian citizen and resident in Tromsø, Norway.
Glen Peter Hartridge (b 1972) joined Hurtigruten in 2007 and was previously a department manager and
senior network analyst with Air New Zealand and a stockbroker on the London Stock Exchange for J P Morgan, a
global investment bank. He has a Bachelor of Commerce in economics from Otago University and a diploma of
tourism (advanced business programme) from the same New Zealand university. Hartridge is a New Zealand
citizen and resident in Tromsø, Norway.
Ole Fredrik Hienn (b 1952) was appointed corporate lawyer and vice president legal affairs for the company
in 2006, and is now responsible as director legal affairs for coordinating support functions in human resources,
HSE, ICT, in-house services and communication. Hienn received a law degree from the University of Bergen in
1980 and has long experience as a commercial lawyer. He has been president of Nikkel and Olivin AS, general
manager of Dagbladet Fremover and administration manager at LKAB. He has held a number of directorships.
Hienn is a Norwegian citizen and resident in Narvik, Norway.
––
Asta Lassesen (b 1981) has been with Hurtigruten since 2007, holding such posts as finance manager.
She has an MSc in business economics from the Bodø Graduate School of Business, and worked as an auditor
at Ernst & Young before joining Hurtigruten. Lassesen is a Norwegian citizen and resident in Tromsø, Norway.
Hans Rood (b 1956) has more than 20 years of experience from the international travel trade, and was previously
president of Hurtigruten’s US office in New York. He has experience from KLM Royal Dutch Airlines, Royal
Caribbean Cruise Lines, Cunard/Seaborn, Holland American and Windstar Cruises. Rood has been an active
participant in the development of sales strategies, brand building and international sales methods, and has gained
broad recognition in the tourist industry. He has a master’s degree in international relations from the University
of Amsterdam and an MBA in tourist marketing from New York University. Rood is a Dutch citizen and resident in
Oslo, Norway.
Dag-Arne Wensel (b 1969) was appointed as head of procurement at OVDS ASA in 2005 and retained this post
after the 2006 merger. He was also appointed to head the establishment of the Global Central reservation service
in 2010, which included the creation of Hurtigruten’s international reservation unit in Tallinn. Wensel played a
central role in 2006-07 in the ordering and construction of mv Fram. He took an MBA, specialising in financial
management and leadership, at the Norwegian School of Economics and Business Administration in 2003, and
has also studied at the Norwegian Naval Academy in Horten (1992) and Bergen (1998). His career in the
Norwegian Navy lasted for 17 years, and concluded with five years as procurement head/contract negotiator for
the defence logistics organisation. Wensel is a Norwegian citizen and resident in Narvik, Norway.
9.2 Administrative, management and supervisory bodies conflicts
of interest
There are no conflicts of interest between any duties to the issuing entity of the persons referred to in item 9.1 and
their private interests and or other duties.
24 of 33
10 Major shareholders
10.1 Ownership
Hurtigruten ASA had 11 517 shareholders at 31 December 2011, of whom 193 were foreigners. The 20 largest
shareholders owned just over 73 per cent of the company’s shares. Hurtigruten’s share capital at 31 December
2011 was NOK 420 259 163 spread over 420 259 163 shares with a nominal value of NOK 1.
The shares are equal in every respect, and all confer the same voting rights. All the shares are issued pursuant to
the Norwegian Public Limited Liability Companies Act. Pursuant to the articles of association, the company’s
shares are freely negotiable. They are registered in the Norwegian Central Securities
Depository (VPS) and listed on the Oslo Stock Exchange with the ticker code HRG. Hurtigruten owns a total of
293 372 of its own shares, each with a nominal value of NOK 1. Their carrying amount at 31 December
was NOK 293 372.
Hurtigruten ASA's 20 largest shareholders per 22 May 2012:
Shareholder
Share in %
1. PERISCOPUS AS
2. HEIDENREICH ENTERPRI PARTNERSHIP
3. MP PENSJON
4. SKAGEN VEKST
5. HOME CAPITAL AS
6. NORDKRAFT AS
7. DAHLE BJØRN
8. J.M.HANSEN INVEST AS
9. ODIN MARITIM
10. NETFONDS LIV
11. HOLGER INVEST I AS
12. NARVIK KOMMUNE
13. SKAGEN VEKST III
14. FJELLVIT AS
15. AVANZA BANK AB MEGLERKONTO
16. TROMS FYLKESKOMMUNE
17. ALTA INVEST AS
18. KAI VALLIN KVADE
19. SPAREBANK1 SR-BANK
20. STATE STREET BANK
33,13
17.09 *
6.90
5,39
5.00
2.58
1.69
1.10
0.48
0.40
0.33
0.33
0.28
0.25
0.25
0.25
0.24
0.24
0.23
0,22
Hurtigruten ASA's 20 largest shareholders represents 76,30 per cent of the issued shares.
* Heidenreich Enterprise Partnership owns 13,98% and ML Pierce Fenner owns 3,11%
In the event of a possible takeover bid for the company, the guiding principle for the board’s response will be
equal treatment of the shareholders.
The articles of association make no provision for defence mechanisms against share purchases, nor have other
measures been adopted which restrict the opportunity to buy shares in the company. Nor will the board seek,
without particular grounds, to prevent or hamper anyone who wishes to present a bid for the company’s business
or shares. Possible use of share issue mandates or the implementation of other measures to prevent or hamper a
bid must be approved by the general meeting after the bid has been announced.
In the event of a takeover bid, the board will issue a recommendation with reasons to the shareholders. The board
will normally obtain an external valuation from independent experts before recommending whether the
shareholders should accept or reject the offer.
Transactions which in reality involve the disposal of the business will be submitted to the corporate assembly for
its decision.
25 of 33
10.2 Change in control of the issuer
There are no arrangements, known to the Issuer, the operation of which may at a subsequent date result in a
change in control of the Issuer.
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11 Financial information concerning the issuer's assets
and liabilities, financial position and profits and losses
11.1 Historical Financial Information
The consolidated financial statements are prepared in accordance with the Norwegian Accounting Act,
International Financial Reporting Standards (IFRS) and interpretations by the International Accounting Standards
Board (IASB) which is approved by the European Union (EU). The consolidated financial statements are prepared
on a historical cost basis , with the following modifications: financial assets and liabilities (including derivative
instrument) at fair value through profit and loss.
Hurtigruten ASA Group's accounting principles are shown in in the Annual Report 2011, note 2, pages 48 – 54,
Annual Report 2010, note 2, pages 44 – 50, and the Quarterly Report Q1 2012 note 1, pages 16.
Hurtigruten ASA has chosen to adopt simplified International Financial Reporting Standards (IFRS) in its parent
company accounts, pursuant to section 3-9, paragraph 5 of the Norwegian Accounting Act, cf. regulation of 21
January 2008.
According to the Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC
of the European Parliament and of the Council, information in a prospectus may be incorporated by reference.
Because of the complexity in the historical financial information and financial statements this information is
incorporated by reference.
For the Company, reference is made to the Company Annual Report 2011, the Company Annual Report 2010
and to the Interim report for the first quarter of 2012
The interim reports are unaudited.
Annual Report
2011*)
2010
Quarterly Report
1Q 2012
Hurtigruten ASA Consolidated
Consolidated income statement
43
38
8
Consolidated statement of comprehensive income
44
39
9
Consolidated balance sheets
45
40
10
Consolidated cash flow statement
47
42
12
Notes to the consolidated financial statements
48-80
43-81
16-21
Hurtigruten ASA
Income statement
Statement of comprehensive income
Balance sheets
Consolidated cash flow statement
81
81
82
84
82
82
83
85
Notes to the financial statements
85-103
86-101
*) including comparative figures for 2010
11.2 Financial statements
See section 11.1 Historical Financial Information.
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11.3 Auditing of historical annual financial information
11.3.1 Statement of audited historical financial information
The historical financial information for 2010 and 2011 has been audited.
A statement of audited historical financial information for the Company is given in Company Annual Report 2011
page 103 and in the Company Annual Report 2010 page 102.
11.4 Age of latest financial information
11.4.1 Last year of audited financial information
The last year of audited financial information is 2011.
11.5 Legal and arbitration proceedings
Charter arbitration case
Hurtigruten’s Australian subsidiary Hurtigruten Pty Ltd filed an arbitration case against the other contracting
party for outstanding claims in connection with the charter of the MS Finnmarken. The outstanding claim amounts
to NOK 360 million. Hurtigruten believes that it has a good case, but, due to the principle of prudence, it has set
aside provisions totalling NOK 46 million at 31 December 2011. The provisions have been accounted for as
provisions for bad debts under other operating costs (note 12). Operating revenues for the 2011 financial year
totalled NOK 667 million (note 6). It is expected that the case will be heard by the arbitration tribunal by the end of
2012. The charter party expired on 30 October 2011.
Legal charges against TIRB and Cominor
Legal charges were brought against AS TIRB and its subsidiary Cominor AS by the Troms county council in May
2009. A complaint was filed with the court of conciliation in December 2009. The Troms county council claimed
that the companies have overcharged for occasional assistance, and for unforeseen and unplanned driving, for a
total amount of NOK 25 million, excluding interest. The Nord Troms District Court delivered its judgment in the
case on 4 January 2012 and ordered TIRB and Cominor to pay compensation of NOK 16 million to the Troms
county council. The judgment has been appealed to the Court of Appeal. The companies have set aside
provisions for losses for only a portion of the judgment, NOK 8 million, since the financial calculations in the
judgment are disputed.
ESA – hearing EFTA court
At 31 December 2011 Hurtigruten had recognised income of NOK 405 million (NOK 89 million of which was
recognised in 2011) under the supplementary agreement, including the effect of reducing the number of ships in
the winter from 11 to 10, and received NOK 170 million of this. The government, represented by the Ministry of
Transport and Communications, has appealed the ESA’s decision and declared that no portion of the additional
compensation represents illegal state aid. Hurtigruten has also appealed. The ESA replied on 15 December 2011
and maintained its assertion that Hurtigruten was overcompensated during the period in question. The
government, represented by the Ministry of Transport and Communications, and Hurtigruten do not share the
opinion of the ESA, and the issue will be settled by the EFTA court. A hearing in the case has been scheduled for
18 April 2012. Normally it takes up to half a year before a decision is handed down. Due to the principle of
prudence, Hurtigruten has set aside provisions totalling NOK 35 million with respect to the supplementary
agreement at 31 December 2011. These provisions have been accounted for as a reduction in the contract
income and receivables from the government.
In addition to the above conditions there are no governmental, legal or arbitration proceedings (including any such
proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the
previous 12 months which may have, or have had in the recent past, significant effects on the Company's
financial position or profitability.
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11.6 Significant change in the Group's financial or trading position
Hurtigruten ASA has refinanced its debt, and the new loan agreement with the banks is dated 7 March 2012. The
agreement for a total of NOK 2.6 billion is with a bank syndicate consisting of eight banks, two of which are
foreign banks. The loan has a term of five years with annual installments of NOK 260 million, which will fall due for
the first time in September 2012.
The financial covenants are as follows:




The working capital including unused credit facilities must be positive.
The group must maintain free liquidity of at least NOK 200 million over the term of the loan.
EBITDA must be greater than the group’s annual debt obligation and dividend payments, or the group’s
free liquidity including unused credit facilities must be a minimum of NOK 350 million.
An equity ratio of 22.5 per cent from 31 March 2012 to 31 December 2014, inclusive. From 31 December
2014 until the expiration of the agreement term the equity ratio requirement will increase to 25 per cent.
The convertible bond loan issued by Hurtigruten ASA is regarded as equity in relation to the loan agreements. As
part of its refinancing Hurtigruten ASA has issued an unsecured bond loan of NOK 500 million. The loan has a
term of five years and one month.
The financial covenants are as follows:

The working capital including unused credit facilities must be positive.

The group must maintain free liquidity of at least NOK 200 million over the term of the loan.

Non-current interest-bearing liabilities shall be less than 65 per cent of the total assets until 30 June
2013. This shall be reduced annually by 5 per cent at 1 July 2013. At 1 July 2015 to the expiration of the
term of the agreement, non-current interest-bearing liabilities shall be lower than 50 per cent of the totals
assets.

EBITDA shall be lower than 6.5 in relation to the interest-bearing liabilities from 31 December 2013, and
this shall be reduced by 0.5 annually.
In addition to the above conditions there has been no significant change in the financial or trading position of the
Group since the end of the last financial period for which financial information has been published.
12 Documents on display
The following documents (or copies thereof) may be inspected for the life of the Registration document at the
headquarter of the Company, Hurtigruten ASA, Havnegata 2, P.O. Box 43, 8501 Narvik:
a)
b)
c)
the memorandum and articles of association of the Company;
all reports, letters, and other documents, historical financial information, valuations and statements
prepared by any expert at the Company's request any part of which is included or referred to in the
registration document;
the historical financial information of the Company and their subsidiary undertakings for each of the two
financial years preceding the publication of this Registration Document.
29 of 33
Cross Reference List
Reference in Registration
Document
Refers to
11.1 Historical Financial
Information
Consolidated profit & loss account page 9
Annual Report 2011, available at
http://www.hurtigruten.com/Documents/PDFs/PR_IR/2011/%c3%85rsrapport/ Consolidated statement of comprehensive
HRG_ENG_lowres.pdf
income page 10
Consolidated balance Sheet pages 11-12
Consolidated statement of cash flow page 13
Notes pages 15-44
Profit & loss account page 9
Statement of comprehensive income page 10
Balance sheet page 11-12
Statement of cashflow page 13
Notes page 15-44
Information
Consolidated profit & loss account page 74
http://www.hurtigruten.com/download.aspx?file=/Documents/PDFs/PR_IR/20 Consolidated statement of comprehensive
10/HRG_eng_2010.pdf
income page 75
Consolidated balance Sheet page 76-77
Consolidated statement of cash flow page 78
Notes page 80-107
Profit & loss account page 74
Statement of comprehensive income page 75
Balance sheet page 76-77
Statement of cashflow page 78
Notes page 80-107
Interim report for 1 Q 2012, available at
http://www.hurtigruten.com/Documents/PDFs/PR_IR/2012/HRG%20Interimre
port%20Q1%202012.pdf
Information
Details
Auditors report page 103
11.3.1 Statement of audited
historical financial information http://www.hurtigruten.com/Documents/PDFs/PR_IR/2011/%c3%85rsrapport/
HRG_ENG_lowres.pdf
Auditors report page 102
http://www.hurtigruten.com/download.aspx?file=/Documents/PDFs/PR_IR/20
10/HRG_eng_2010.pdf
30 of 33
Joint Lead Manager’s disclaimer
Danske Markets, DNB Markets, DVB Bank SE / Fearnley Fonds ASA, Nordea Markets, Sparebank 1 Markets &
Swedbank First Securities (together the "Joint Lead Managers") have assisted the Company in preparing this
Registration Document. The Joint Lead Managers have not verified the information contained herein. Accordingly,
no representation, warranty or undertaking, express or implied, is made and the Joint Lead Managers
expressively disclaim any legal or financial liability as to the accuracy or completeness of the information
contained in this Registration Document or any other information supplied in connection with bonds issued by
Hurtigruten ASA or their distribution. The statements made in this paragraph are without prejudice to the
responsibility of the Company. Each person receiving this Registration Document acknowledges that such person
has not relied on the Joint Lead Managers nor on any person affiliated with it in connection with its investigation of
the accuracy of such information or its investment decision.
Oslo (Norway), 1 June 2012
31 of 33
Hurtigrute
en ASA, prosp
Articles of Associat
A
tion Hurtigrute
en ASA
32 of 33
Hurtigrute
en ASA, prosp
33 of 33
Prospectus
Securities Note
for
FRN Hurtigruten ASA
Senior Unsecured Bond Issue 2012/2017
Narvik/Oslo, 1 June 2012
Joint Lead Managers:
Securities Note - FRN Hurtigruten ASA Senior Unsecured Bond Issue 2012/2017
ISIN NO 0010638133
Important information*
The Securities Note has been prepared in connection with listing of the securities at Oslo Børs. Norwegian FSA has
controlled and approved the Securities Note pursuant to Section 7-7 of the Norwegian Securities Trading Act. New
information that is significant for the Borrower or its subsidiaries may be disclosed after the Securities Note has been
made public, but prior to the expiry of the subscription period. Such information will be published as a supplement to
the Securities Note pursuant to Section 7-15 of the Norwegian Securities Trading Act. On no account must the
publication or the disclosure of the Securities Note give the impression that the information herein is complete or
correct on a given date after the date on the Securities Note, or that the business activities of the Borrower or its
subsidiaries may not have been changed.
Only the Borrower and the Joint Lead Managers are entitled to procure information about conditions described in the
Securities Note. Information procured by any other person is of no relevance in relation to the Securities Note and
cannot be relied on.
Unless otherwise stated, the Securities Note is subject to Norwegian law. In the event of any dispute regarding the
Securities Note, Norwegian law will apply.
In certain jurisdictions, the distribution of the Securities Note may be limited by law, for example in the United States of
America or in the United Kingdom. Verification and approval of the Securities Note by Norwegian FSA implies that the
Note may be used in any EEA country. No other measures have been taken to obtain authorisation to distribute the
Securities Note in any jurisdiction where such action is required. Persons that receive the Securities Note are ordered
by the Borrower and the Manager to obtain information on and comply with such restrictions.
This Securities Note is not an offer to sell or a request to buy bonds.
The Securities Note together with the Registration Document dated 1 June 2012 constitutes the Prospectus.
The content of the Securities Note does not constitute legal, financial or tax advice and bond owners should seek legal,
financial and/or tax advice.
Contact the Borrower or the Joint Lead Managers to receive copies of the Securities Note.
Factors which are material for the purpose of assessing the market risks associated with Bond
The Bonds may not be a suitable investment for all investors. Each potential investor in the Bonds must determine the
suitability of that investment in light of its own circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and
risks of investing in the Bonds and the information contained or incorporated by reference in this
Securities Note and/or Registration Document or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the Bonds and the impact the Bonds will have on its overall
investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds,
including where the currency for principal or interest payments is different from the potential investor’s
currency;
(iv)
understand thoroughly the terms of the Bonds and be familiar with the behaviour of the financial markets;
and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
*The capitalised words in the section "Important Information" are defined in Chapter 3: "Detailed information about the
securities".
Prepared in cooperation with DNB Markets
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ISIN NO 0010638133
Index:
1 Risk Factors................................................................................................................................................................... 4
2 Persons Responsible ..................................................................................................................................................... 5
3 Detailed information about the securities ....................................................................................................................... 6
4 Additional Information .................................................................................................................................................. 16
5 Appendix: Bond Agreement ......................................................................................................................................... 17
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ISIN NO 0010638133
1 Risk Factors
The Issuer believes that the factors described below represent the principal market risks inherent in investing in the
Loan. Prospective investors should also read the detailed information set out in the Registration Document dated 1
June 2012 and reach their own views prior to making any investment decision.
Risk related to the market in general
All investments in interest bearing securities have risk associated with such investment. The risk is related to the
general volatility in the market for such securities, varying liquidity in a single bond issue as well as company specific
risk factors. There are four main risk factors that sums up the investors total risk exposure when investing in interest
bearing securities: liquidity risk, interest rate risk, settlement risk and market risk (both in general and issuer specific).
Liquidity risk is the risk that a party interested in trading bonds in the Loan cannot do it because nobody in the market
wants to trade the bonds. Missing demand of the bonds may incur a loss on the bondholder.
Interest rate risk is the risk borne by the Loan due to variability of the NIBOR interest rate. The coupon payments,
which depend on the NIBOR interest rate and the Margin, will vary in accordance with the variability of the NIBOR
interest rate. The interest rate risk related to this bond issue will be limited, since the coupon rate will be adjusted
quarterly according to the change in the reference interest rate (NIBOR 3 months) over the 5 year tenor. The primary
price risk for a floating rate bond issue will be related to the market view of the correct trading level for the credit spread
related to the bond issue at a certain time during the tenor, compared with the credit margin the bond issue is carrying.
A possible increase in the credit spread trading level relative to the coupon defined credit margin may relate to general
changes in the market conditions and/or Issuer specific circumstances. However, under normal market circumstances
the anticipated tradable credit spread will fall as the duration of the bond issue becomes shorter. In general, the price of
bonds will fall when the credit spread in the market increases, and conversely the bond price will increase when the
market spread decreases.
Settlement risk is the risk that the settlement of bonds in the Loan does not take place as agreed. The settlement risk
consists of the failure to pay or the failure to deliver the bonds.
Market risk is the risk that the value of the Loan will decrease due to the change in value of the market risk factors. The
price of a single bond issue will fluctuate in accordance with the interest rate and credit markets in general, the market
view of the credit risk of that particular bond issue, and the liquidity of this bond issue in the market. In spite of an
underlying positive development in the Issuers business activities, the price of a bond may fall independent of this fact.
Bond issues with a relatively short tenor and a floating rate coupon rate do however in general carry a lower price risk
compared to loans with a longer tenor and/or with a fixed coupon rate.
No market-maker agreement is entered into in relation to this bond issue, and the liquidity of bonds will at all times
depend on the market participants view of the credit quality of the Issuer as well as established and available credit
lines.
Risks related to Bonds in general
Set out below is a brief description of certain risks relating to the Bonds generally:
Modification and Waiver
The conditions of the Bonds contain provisions for calling meetings of bondholders to consider matters affecting their
interests generally. These provisions permit defined majorities to bind all bondholders including bondholders who did
not attend and vote at the relevant meeting and bondholders who voted in a manner contrary to the majority.
The conditions of the Bonds also provide that the Trustee may, without the consent of bondholders, agree to (i) any
modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of Bonds or
(ii) determine without the consent of the bondholders that any event of default or potential event of default shall not be
treated as such.
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ISIN NO 0010638133
2 Persons Responsible
2.1 Persons responsible for the information
Persons responsible for the information given in the Securities Note are:
Hurtigruten ASA, Havnegata 2, Postboks 43, N-8501 Narvik
2.2 Declaration by persons responsible
Responsiblilty statement:
This prospectus has been prepared by Hurtigruten ASA in connection with the Bond Issue and an investment therein.
Hurtigruten ASA confirms, taken all reasonable care to ensure that such is the case, that the information contained in
the Prospectus is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect
its import.
Narvik (Norway), 1 June 2012
Hurtigruten ASA
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ISIN NO 0010638133
3 Detailed information about the securities
ISIN code:
NO 0010638133
The Loan/The Reference Name/The Bonds:
"FRN Hurtigruten ASA Senior Unsecured Bond Issue
2012/2017”.
Borrower/Issuer:
Hurtigruten ASA, norwegian enterprise no.
914 904 633
Security Type:
Bond issue with floating rate.
Borrowing Limit – Tap Issue:
NOK
500,000,000
Borrowing Amount/First Tranche:
NOK
500,000,000
Denomination – Each Bond:
NOK
Securities Form:
The Bonds are electronic registered in book-entry form with the
Securities Depository.
Disbursement/Settlement/Issue Date:
20 March 2012.
Interest Bearing From and Including:
Disbursement/Settlement/Issue Date.
Interest Bearing To:
Maturity.
Maturity:
20 April 2017.
1
NIBOR :
NIBOR 3 months, except for the first interest period from and
including Issue Date to but excluding the Interest Payment Date
falling on 20 July 2012 for which the applicable rate shall be 4
months NIBOR.
Margin:
7.00 % p.a.
Coupon Rate:
NIBOR + Margin.
Day Count Fraction - Coupon:
Act/360 – in arrears.
Business Day Convention:
Modified following.
If the Interest Payment Date is not a Business Day, the Interest
Payment Date shall be postponed to the next Business Day.
However, if this day falls in the following calendar month, the
Interest Payment Date is moved to the first Business Day
preceding the original date.
Interest Rate Determination Date:
16 March 2012, and thereafter two Business Days prior to each
Interest Rate Adjustment Day.
Interest Rate Adjustment Date:
With effect from Interest Payment Date.
Interest Payment Date:
20 January, 20 April, 20 July and 20 October in each year. The
first being 20 July 2012.
#Days first term:
122 days.
Issue Price:
100 % (par value).
Yield:
Dependent on the market price. Yield for the first Interest Period
(20 March 2012 – 20 July 2012) is set at 9.74 % p.a. assuming a
price of 100 %.
1
500,000 - each and among themselves pari
passu ranking.
See also; ”NIBOR-definition” and "NIBOR-reference Banks"
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ISIN NO 0010638133
Business Day:
A day when the Norwegian Central Bank's Settlement System is
open and when Norwegian banks can settle foreign currency
transactions.
Put options:
Upon the occurrence of a Change of Control Event or a Loss of
Government Contract Event each Bondholder shall have a right
of pre-payment (a “Put Option”) of its Bonds at a price of 100 %
of par plus accrued interest.
The Put Option must be exercised within 60 calendar days after
the Issuer has given notification to the Bond Trustee and the
Bondholders of a Change of Control Event or a Loss of
Government Contract Event. Such notification shall be given as
soon as possible after a Change of Control Event or Loss of
Government Contract Event has taken place.
The Put Option may be exercised by the Bondholders by giving
written notice of the request to its Account Manager. The Account
Manager shall notify the Paying Agent of the pre-payment
request. The settlement date of the Put Option shall be fifteen –
15 – Business Days following the date when the Paying Agent
received the repayment request.
On the settlement date of the Put Option, the Issuer shall pay to
each of the Bondholders holding Bonds to be pre-paid, the
principal amount of each such Bond and any unpaid interest
accrued up to (but not including) the settlement date.
Change of Control Event:
Means that any person or group (as such term is defined in the
Norwegian Limited Liability Companies Act § 1-3), other than
Periscopus AS and/or Heidenreich Enterprise L.P. and/or any of
their subsidiaries, becomes the owner, directly or indirectly, of
more than 50 % of the outstanding voting shares of the Issuer.
Loss of Government Contract Event:
Means (i) a cancellation of the Government Contract (or any
amendments or changes to the Government Contract with a
similar effect); or (ii) any amendments or changes to the
Government Contract that will have a Material Adverse Effect.
Amortisation:
The bonds will run without installments and be repaid in full at
Maturity at par.
Redemption:
Matured interest and matured principal will be credited each
Bondholder directly from the Securities Registry. Claims for
interest and principal shall be limited in time pursuant the
Norwegian Act relating to the Limitation Period Claims of May 18
1979 no 18, p.t. 3 years for interest rates and 10 years for
principal.
Status of the Loan:
The Bonds shall be senior debt of the Issuer. The Bonds shall
rank at least pari passu with all other obligations of the Issuer
(save for such claims which are preferred by bankruptcy,
insolvency, liquidation or other similar laws of general
application) and shall rank ahead of subordinated debt.
The Bonds, including accrued but unpaid interest and expenses,
shall be unsecured.
Finance Documents:
Means (i) the Bond Agreement, (ii) the agreement between the
Bond Trustee and the Issuer referred to in Clause 14.2, (iii) if
relevant, the Escrow Agreement (including any notices,
acknowledgements and other ancillary documentation relating
thereto), and (iv) any other document (whether creating a
security interest or not) which is executed at any time by the
Issuer or any other party in relation to any amount payable under
the Bond Agreement.
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ISIN NO 0010638133
Undertakings:
During the term of the Loan the Issuer shall (unless the Trustee
or the Bondholders’ meeting, as the case may be, in writing has
agreed to otherwise) comply with the following, including but not
limited to:
General Covenants
Mergers:
The Issuer shall not, and shall ensure that no Group Company
shall, carry out any merger or other business combination or
corporate reorganization involving consolidating the assets and
obligations of the Issuer or any of the Group Companies with any
other companies or entities if such transaction would have a
Material Adverse Effect. The Issuer shall notify the Bond Trustee
of any such transaction, providing relevant details thereof, as well
as, if applicable, its reason for believing that the proposed
transaction would not have a Material Adverse Effect.
De-mergers:
shall, carry out any de-merger or other corporate reorganization
involving splitting the Issuer or any Group Company into two or
more separate companies or entities, if such transaction would
have a Material Adverse Effect. The issuer shall notify the Bond
Trustee of any such transaction, providing relevant details
thereof, as well as, if applicable, its reasons for believing that the
proposed transaction would not have a Material Adverse Effect.
Continuation of business:
The Issuer shall not cease to carry on its business, and shall
ensure that each of the Group Companies shall not cease to
carry out its business if such cessation by any Group Company
would have a Material Adverse Effect.
The Issuer shall procure that no material change is made to the
general nature or scope of the business of the Group from that
carried on at the date of the Bond Agreement, or as
contemplated by the Bond Agreement.
Disposal of business:
The Issuer shall procure that no Group Company shall sell or
otherwise dispose of all or a substantial part of the Group’s
assets or operations to any person not being a member of the
Group, unless (i) the transaction is carried out at fair market
value, on terms and conditions customary for such transactions;
and (ii) such transaction does not have a Material Adverse Effect.
Negative pledge:
will, create, permit to subsist or allow to exist any mortgage,
pledge, lien or any other encumbrance over any of its present or
future respective assets (including, but not limited to, the shares
in any Subsidiaries and/or Vessels) or its revenues, other than
the encumbrances granted to secure any of the following:
(i) the Senior Debt Facilities;
(ii) any derivative transaction related to the Groups
hedging policy;
(iii) obligations incurred by any Group Company in the
ordinary course of business for working capital
purposes and as part of the daily operations of such
subsidiary;
(iv) loans from a Group Company to the Issuer or
another Group Company;
(v) any recourse liability incurred by any Group
Company in the ordinary course of business to any
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ISIN NO 0010638133
financial institution in respect of bid or performance
bonds, guarantees or letters of credit issued by
such financial institution as security for the
performance of the Vessels or for any tenders for
employment of such units;
(vi) any lien arising by operation of law; and
(vii) obligations incurred by the Group (not covered by
(i) through (vi) above) that in total do not exceed
NOK 10 million for the Group in aggregate.
Financial indebtedness restrictions:
The Issuer shall procure that no Group Company incurs, creates
or permits to subsist any financial indebtedness (including
guarantees), other than:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(ix)
(x)
the Senior Debt Facilities and any other
indebtedness secured by a Vessel existing at
the time of issuance of this Bond Issue;
this Bond Issue;
any unsecured financial indebtedness with the
Issuer as borrower and with a maturity after the
Bond Issue;
any guarantees in favour of this Loan, if at an
time applicable.
any intra-group loans granted by any member
of the Group and guarantees securing any such
loans;
under any derivative transactions related to the
Group’s hedging policy;
obligations incurred by any Group Company in
the ordinary course of business for working
capital purposes and as part of the daily
operations;
any recourse liability incurred by any Group
Company in the ordinary course of business to
any financial institution in respect of bid or
performance bonds, guarantees or letters of
credit issued by such financial institution as
security for the performance of the Vessels or
for any tenders for employment of such units;
any Financial Support permitted pursuant to
paragraph (Financial Support restrictions)
below; and
obligations incurred by the Group (not covered
by (i) through (ix) above) that in total do not
exceed NOK 10 million for the Group in
aggregate.
Financial support restrictions:
The issuer shall ensure that no Group Company shall grant any
loans, give any guarantees or otherwise voluntarily assume any
financial liability (whether actual or contingent) (“Financial
Support”), to or for the benefit of any third party (not being a
member og the Group), other than any Financial Support made,
granted or given (i) in the ordinary course of its business and (ii)
in relation to what is permitted under (Financial indebtedness
restriction), (i) – (viii) and (x), above.
Events of Default:
The Bond Agreement includes standard event of default
provisions, as well as cross default provisions for any Group
Company on any financial indebtedness of NOK 10 million, or the
equivalent thereof in other currencies.
For further information see the Bond Agreement, clause 15.
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ISIN NO 0010638133
Reporting:
Without being requested to do so, produce Financial Statements
annually and Quarterly Financial Report quarterly and make them
available on its website in the English language (alternatively by
sending them to the Bond Trustee) as soon as they become
available, and not later than 120 days after the end of the
financial year and 60 days after the end of the second quarter
(or, if quarterly reporting, the end of the relevant quarter).
Dividend restrictions:
The Issuer shall not declare or make any dividend payments or
other distributions or loans to its shareholders - whether in cash
or in kind - including without limitation through repurchase of
shares any total return swaps or instruments with similar effect
and reductions in its share capital or equity (but always
distributions of bonus shares not affecting its equity).
Arm's length transaction:
The Issuer shall not engage in, or permit any member of the
Group to engage in, directly or indirectly, any transaction with any
related party (without limitation, the purchase, sale or exchange
of assets or the rendering of any service), except in the ordinary
course of business and pursuant to the reasonable requirement
of the Issuer's or such member of the Group's business and upon
fair and reasonable terms that are no less favorable to the Issuer
or such member of the Group, as the case may be, than those
which might be obtained in an arm's length transaction at the
time.
Listing:
The Issuer shall maintain listing of its shares on Oslo Stock
Exchange.
Financial Covenants
The Issuer, on a consolidated basis, undertakes to comply with
the following financial covenants during the term of the bonds.
(i)
Maximum senior debt facilities ratio: The Issuer shall
procure that the ratio of Senior Debt Facilities to Total
Assets (on a book value basis) until and including 30
June 2013 shall be lower than 65% and that the
maximum ratio from and including 1 July 2013 shall be
reduced by 5% yearly. From and including 1 July 2015
and until Final Maturity Date the maximum ratio shall be
lower than 50%.
(ii) Maximum leverage ratio: The Issuer shall procure that
the ratio of Interest Bearing Debt to Consolidated
EBITDA from and including 31 December 2012 shall be
lower than 6.5 x and that the maximum ratio from and
including 31 December 2013 shall be reduced by 0.5x
each year (i.e. from and including 31 December 2016
shall be lower than 4.5x).
(iii) Minimum liquidity: The Issuer shall procure that the
Cash and Cash Equivalents of the Group shall at no
times be less than NOK 200,000,000;
(iv) Minimum working capital: The Issuer shall procure
that the sum of:
(i)
Consolidated Current Assets; and
(ii)
available and unused commitments under any
credit lines (with a term to final maturity in
excess of six (6) months) available to the
Issuer,
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ISIN NO 0010638133
shall not on the last day of each Measurement Period be less
than the amount of the Consolidated Current Liabilities.
Definitions:
“Approved Accounting Principles” means IFRS. In the event
that the Approved Accounting Principles are amended in any
material respect the Issuer and the Trustee shall, if necessary,
amend the Financial Covenants in order to arrive at the same
financial tests as would have been applicable before the
amendments to the Approved Accounting Principles.
“Cash and cash equivalents” means, at any time:
(i)
cash in hand or on deposit with any acceptable
bank; or
(ii)
certificates of deposit or marketable debt
securities, maturing within one year after the
relevant date of calculation, issued by an
acceptable bank;
in each case, to which the Issuer or any of its subsidiaries is
beneficially entitled at that time and which is not subject to any
lien, encumbrance or other security interest. An acceptable bank
for this purpose is a commercial bank which has a short-term
debt rating of at least A-1 by Standard & Poor’s Ratings Services
or at least P-1 by Moody’s Investor Services.
“Consolidated Current Assets” means the aggregate value of
the Group's (on a consolidated basis) assets, which are treated
as current assets in accordance with the Approved Accounting
Principles.
“Consolidated Current Liabilities” means the aggregate
amount of the Group’s (on a consolidated basis) liabilities, which
are treated as current liabilities in accordance with the Approved
Accounting Principles but excluding Short Term Portion of Long
Term Debt.
“Consolidated EBITDA” means (for each Measurement Period)
the Group’s consolidated net income from its operations before
net interest expense, income tax expense, depreciation and
amortization expense, minority interest and gains or losses
arising from prepayment of debt and disposal of assets.
“Encumbrance” means any encumbrance, mortgage, pledge,
lien, charge (whether fixed or floating), assignment by way of
security, finance lease, sale and repurchase or sale and
leaseback arrangement, sale of receivables on a recourse basis
or security interest or any other agreement or arrangement
having the effect of conferring security.
“Escrow Account” means an account in the name of the Issuer,
established in connection with the Bonds, blocked and pledged
on first priority in favour of the Bond Trustee, on behalf of the
Bondholders, where the Escrow Bank has waived any set-off
rights.
“Government contract” means the contract dated 13 April 2011
for central procurement of sea transport services and a license to
operate regular transport services between Bergen and Kirkenes
in Norway for the period between 1 January 2012 and 31
December 2019 entered into between the Norwegian Ministry of
Transport and Communications and the Issuer.
“Group” means the Issuer and its Subsidiaries from time to time,
and a “Group Company” means the Issuer or any of its
11 of 17
ISIN NO 0010638133
Subsidiaries from time to time.
“Interest Bearing Debt” means the aggregate interest bearing
debt (on a consolidated basis) in accordance with Approved
Accounting Principles.
“Material Adverse Effect” means a material adverse effect on:
(a) the business, financial condition or operations of the Issuer
and/or the Group taken as a whole, (b) the Issuer’s ability to
perform and comply with its obligations under this Bond
Agreement; or (c) the validity or enforceability of this Bond
Agreement and, if relevant, the Escrow Agreement.
“Measurement Period” means a period of 12 months ending on
the last day of a financial quarter, a financial half year or a
financial year of the Borrower.
“Senior Debt Facilities” means any existing and future senior
secured debt (including interest, default interest, guarantees,
costs, expenses and hedging/swap liabilities related to such
facilities) obtained by the Group.
“Short Term Portion of Long Term Debt” means the aggregate
amount of such portion of the Group's (on a consolidated basis)
long-term debt (which is treated as long term debt in accordance
with the Approved Accounting Principles), which falls due within
the next 12 calendar months after the end of the relevant
Measurement Period.
“Subsidiary” means an entity over which another entity or
person has a determining influence due to (i) direct and indirect
ownership of shares or other ownership interests, and/or (ii)
agreement, understanding or other arrangement. An entity shall
always be considered to be the subsidiary of another entity or
person if such entity or person has such number of shares or
ownership interests so as to represent the majority of the votes in
the entity, or has the right to vote in or vote out a majority of the
directors in the entity.
“Total Assets” means, at the date of calculation (on a
consolidated basis), the aggregate book value of those of the
Group's assets, which, according to the Approved Accounting
Principles, shall be included as assets in a balance sheet.
“Vessels” means the vessels currently owned partly or wholly by
any member of the Group as well as any additional vessels
obtained by the Group (each a “Vessel”).
Listing:
At Oslo Børs.
An application for listing will be sent after the Disbursement Date
and as soon as possible after the Prospectus has been approved
by Norwegian FSA.
The Prospectus will be published in Norway.
Purpose:
The net proceeds of the Bonds shall be employed for refinancing
of existing indebtedness and for general corporate purposes.
NIBOR-definition:
The rate for an interest period will be the rate for deposits in
Norwegian Kroner for a period as defined under NIBOR which
appears on the Reuters Screen NIBR Page as of 12.00 noon,
Oslo time, on the day that is two Business Days preceding that
Interest Payment Date. If such rate does not appear on the
Reuters Screen NIBR Page, the rate for that Interest Payment
Date will be determined as if the NIBOR is “NIBOR Reference
Rate” as the applicable floating rate option.
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ISIN NO 0010638133
NIBOR Reference Rate:
The rate for an interest period will be determined on the basis of
the rates at which deposits in Norwegian Kroner are offered by
four large authorized exchange banks in the Oslo market (the
“Reference Banks”) at approximately 12.00 noon, Oslo time, on
the day that is two Business Days preceding that Interest
Payment Date to prime banks in the Oslo interbank market for a
period as defined under NIBOR commencing on that Interest
Payment Date and in a representative amount. The Bond Trustee
will request the principal Oslo office of each Reference Banks to
provide a quotation of its rate. If at least two such quotations are
provided, the rate for that Interest Payment Date shall be the
arithmetic mean of the quotations. If fewer than two quotations
are provided as requested, the rate for that Interest Payment
Date will be the arithmetic mean of the rates quoted by major
banks in Oslo, selected by the Bond Trustee, at approximately
12.00 noon, Oslo time, on that Interest Payment Date for loans in
Norwegian Kroner to leading European banks for a period as
defined under Bond Reference Rate commencing on that Interest
Payment Date and in a representative amount.
Approvals:
The Bonds will be issued in accordance with the Management's
Board approval dated 1 March 2012.
The Prospectus will be sent Norwegian FSA for control and
approval and Oslo Børs ASA in relation to a listing application of
the Loan.
Bond Agreement:
The Bond Agreement has been entered into between the
Borrower and the Bond Trustee. The Bond Agreement regulates
the Bondholder’s rights and obligations in relations with the issue.
The Bond Trustee enters into this agreement on behalf of the
Bondholders and is granted authority to act on behalf of the
Bondholders to the extent provided for in the Bond Agreement.
When bonds are subscribed / purchased, the Bondholder has
accepted the Bond Agreement and is bound by the terms of the
Bond Agreement.
The Bond Agreement is attached to The Securities Note and also
available through the Joint Lead Managers or from the Borrower.
Bondholders’ meeting:
At the Bondholders’ meeting each Bondholder has one vote for
each bond he owns.
In order to form a quorum, at least half (1/2) of the votes at the
Bondholders' meeting must be represented. See also Clause
16.4 in the Bond Agreement.
Resolutions shall be passed by simple majority of the votes at the
Bondholders' Meeting, unless otherwise set forth in clause 16.3.5
in the Bond Agreement.
In the following matters, a majority of at least 2/3 of the votes is
required:
a)
b)
c)
amendment of the terms of the Bond Agreement
regarding the interest rate, the tenor, redemption
price and other terms and conditions affecting the
cash flow of the bonds;
transfer of rights and obligations of the Bond
Agreement to another issuer, or
change of Bond Trustee.
(For more details, see also Bond Agreement clause 16)
Availability of the Documentation:
www.hurtigruten.com
Bond Trustee:
Norsk Tillitsmann ASA, P.O. Box 1470 Vika, 0116 Oslo, Norway.
13 of 17
ISIN NO 0010638133
The Bond Trustee shall monitor the compliance by the Issuer of
its obligations under the Bond Agreement and applicable laws
and regulations which are relevant to the terms of the Bond
Agreement, including supervision of timely and correct payment
of principal or interest, inform the Bondholders, the Paying Agent
and the Exchange of relevant information which is obtained and
received in its capacity as Bond Trustee (however, this shall not
restrict the Bond Trustee from discussing matters of
confidentiality with the Issuer), arrange Bondholders’ meetings,
and make the decisions and implement the measures resolved
pursuant to the Bond Agreement. The Bond Trustee is not
obligated to assess the Issuer’s financial situation beyond what is
directly set forth in the Bond Agreement.
(For more details, see also Bond Agreement clause 17)
Managers:
Danske Markets , Stortingsgaten 6, 0161 Oslo, Norway
DNB Markets, Stranden 21, NO-0021 Oslo, Norway,
DVB Bank SE, Park House, 16-18 Finsbury Circus, London
EC2M 7EB, United
Kingdom / Fearnley Fonds ASA, Grev Wedels Plass 9, P.O. Box
1158, NO-0107 Oslo,
Norway,
Nordea Markets, Middelthunsgt. 17, P.O. Box 1166 Sentrum,
NO-0107 Oslo, Norway,
SpareBank 1 Markets, Olav V’s gate 5, 0161 Oslo, Norway, and
Swedbank First Securities, P.O. Box 1441 Vika, N-0115 Oslo,
Norway.
Paying Agent:
DNB Bank ASA, Verdipapirservice, Stranden 21, N-0021 Oslo,
Norway.
Calculation Agent:
Bond Trustee.
Securities Depository:
The Securities depository in which the Loan is registered, in
accordance with the Norwegian Act of 2002 no. 64 regarding
Securities depository.
On Disbursement Date the Securities Depository is
Verdipapirregisteret (“VPS”), Postboks 4, 0051 OSLO.
Eligible purchasers:
The Bonds are not offered to and may not be subscribed by
investors located in the United States except for “Qualified
Institutional Buyers” (QIBs) within the meaning of Rule 144A
under the US Securities Act. In addition to the subscription
agreement each initial purchaser will be required to execute and
each US investor that wishes to purchase Bonds, will be required
to execute and deliver to the Issuer a certification in a form
determined by the Issuer, stating, among other things, that the
purchaser is a QIB. The Bonds may not be purchased by, or for
the benefit of, persons resident in Canada.
Nordea is not registered with the U.S. Securities and Exchange
Commission as a U.S. registered broker-dealer and will not
participate in the offer or sale of the Bonds within the United
States.
Transfer restrictions:
Bondholders located in the United States are not permitted to
transfer the Bond except (a) subject to an effective registration
statement under the US Securities Act, (b) to a person that the
Bondholder reasonably believes is a QIB within the meaning of
Rule 144A that is purchasing for its own account, or the account
of another QIB, to whom notice is given that the resale, pledge or
other transfer may be made in reliance on Rule 144A, (c) outside
the United States in accordance with Regulation S under the US
Securities Act, and (d) pursuant to an exemption from registration
under the US Securities Act provided by Rule 144 there under (if
14 of 17
ISIN NO 0010638133
available). The Bonds may not, subject to applicable Canadian
laws, be traded in Canada for a period of four months and a day
from the date the Bonds were originally issued.
Market-Making:
There is no market-making agreement entered into in connection
with the Loan.
Reuters:
Financial information electronically transmitted by the news
agency Reuters Norge AS.
Prospectus:
The Securities Note dated 1 June 2012 together with the
Registration Document constitutes the Prospectus.
Prospectus and listing fees:
Prospectus fee Registration Document NOK 50.000
Prospectus fee Securitites Note NOK 13.000
Listing fee 2012: NOK 13.418
Legislation under which the
Securities have been created:
Fees and Expenses:
Norwegian law.
The Borrower shall pay any stamp duty and other public fees in
connection with the loan. Any public fees or taxes on sales of
Bonds in the secondary market shall be paid by the Bondholders,
unless otherwise decided by law or regulation. The Borrower is
responsible for withholding any withholding tax imposed by
Norwegian law.
15 of 17
ISIN NO 0010638133
4 Additional Information
The involved persons in Hurtigruten ASA have no interest, nor conflicting interests that are material to the Loan.
Hurtigruten ASA has mandated Danske Markets, DNB Markets, DVB Bank SE / Fearnley Fonds ASA, Nordea Markets,
Sparebank 1 Markets, and Swedbank First Securities as Joint Lead Managers for the issuance of the Loan. The Joint
Lead Managers have acted as advisor to Hurtigruten ASA in relation to the pricing of the Loan.
The Joint Lead Managers and/or any of their affiliated companies and/or officers, directors and employees may be a
market maker or hold a position in any instrument or related instrument discussed in this Securities Note, and may
perform or seek to perform financial advisory or banking services related to such instruments. The Joint Lead
Managers corporate finance department may act as manager or co-manager for this Borrower in private and/or public
placement and/or resale not publicly available or commonly known.
Statement from the Joint Lead Managers:
Danske Markets, DNB Markets, DVB Bank SE / Fearnley Fonds ASA, Nordea Markets, Sparebank 1 Markets, and
Swedbank First Securities have assisted the Borrower in preparing the Prospectus. The Joint Lead Managers have not
verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied,
is made and the Joint Lead Managers expressively disclaims any legal or financial liability as to the accuracy or
completeness of the information contained in this Prospectus or any other information supplied in connection with
bonds issued by Hurtigruten ASA or their distribution. The statements made in this paragraph are without prejudice to
the responsibility of the Borrower. Each person receiving this Prospectus acknowledges that such person has not relied
on the Joint Lead Managers nor on any person affiliated with it in connection with its investigation of the accuracy of
such information or its investment decision.
Oslo, 1 June 2012
SpareBank 1 Markets, and Swedbank First Securities
Listing of the Loan:
The Prospectus will be published in Norway.
An application for listing at Oslo Børs will be sent as soon as possible after the Issue Date.
Each bond is negotiable.
16 of 17
ISIN NO 0010638133
5 Appendix: Bond Agreement
17 of 17

Prospectus - Danske Bank

Transcription

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