Bermuda to Oslo (And Beyond?): Still an Attractive Route to Growth by Guy Cooper, Conyers Dill & Pearman
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Bermuda to Oslo (and beyond?): still an attractive route to growth By Guy Cooper, Conyers Dill & Pearman T he last five years have seen Shipping industry participants Potential investors are more incorporated – second only to several shipping and ship- choose to incorporate in likely to show interest in an Norwegian companies. The ping-related companies incor- Bermuda because investors are equity offering where there is most recent examples of porate in Bermuda and go on to comfortable with the island’s some immediate liquidity for Bermuda companies listing on list on the Oslo Stock reputation as one of the world’s their investment. Norway, the N-OTC are GoodBulk in Exchange. A key step along the premier offshore jurisdictions where shipping is in the April 2017 and 2020 Bulkers in route for a number of them has and an established international country’s DNA, is the obvious December 2017. been the use of the Norwegian finance centre. Bermuda offers place to turn to raise funds over-the-counter market as a a tax-neutral, business-friendly quickly. One option is a private Oslo listing fast-track way to access fresh environment, with a robust placement of shares to Many companies have used the capital. Avance Gas, Flex LNG, regulatory framework that investors, whilst simultaneously N-OTC as a stepping stone to a and Borr Drilling all took this full listing on the Oslo Stock route prior to an Oslo listing, Shipping industry participants choose Exchange or elsewhere. Over whilst GoodBulk and 2020 the past five years, several Bulkers listed on Norway’s to incorporate in Bermuda because Bermuda companies have OTC just last year, highlighting investors are comfortable with the island’s followed this route, including the enduring appeal of the reputation as one of the world’s premier Avance Gas in 2014, Flex LNG O c Bermuda-Oslo nexus. offshore jurisdictions and an established in July 2017, and Borr Drilling in August 2017. t Bermuda international finance centre. o b Incorporation As of September 2018, there e Bermuda has long been a juris- protects investor and creditor agreeing to list the shares on the were 16 Bermuda companies r diction of choice for ship rights. The use of Bermuda Norwegian over-the-counter listed on the Oslo Børs, with a / owners and investors in ship- vehicles, with recognized market (N-OTC), which is market capitalization of over N owning structures. As an island ownership and corporate gover- often described as a ‘fast-track US$9.64 billion. This number o nation, shipping is part of nance structures, can enhance listing.’ could well continue to grow, v e Bermuda’s heritage and it has a opportunities for international given the number of Bermuda m thriving and respected ship companies to access high- A substantial number of the companies currently listed on b registry — a Category One quality capital efficiently. companies listed on the N- the OTC market. Indeed, a e member of the prestigious Red OTC are shipping or shipping- surprising 43.5% of the Oslo r Ensign Group — which Norwegian OTC related companies (including Børs Shipping Index is presently boasts 160 commer- A newly-incorporated Bermuda oil and gas drilling and trans- comprised of Bermuda compa- 2 0 cial ships grossing over 11 shipping company is typically portation companies) and, of nies. 1 million tonnes. looking for capital to grow. those, over 20% are Bermuda 8 www.marinemoney.com Marine Money 9 Of course, Bermuda companies Frontline formed Ship Finance IPO on a major US exchange in willing to commit their equity, have been known to list directly International Ltd in 2003, over three years, despite some based on a solid understanding on the Oslo Stock Exchange which subsequently listed on potentially good candidates. of the industry and individual without going via the Norwe- the NYSE in 2004. When Accordingly, it appears that companies’ potential. gian OTC. BW LPG and Frontline spun off its interest in some companies utilizing the Odfjell Drilling, for instance, Golden Ocean to shareholders Oslo markets for growth A smooth both launched IPOs on the in 2004/5, Golden Ocean went capital, and that are not content passage to Oslo Børs in 2013 without on to list in Oslo; following its with having either an N-OTC accessing prior OTC listings and in 2015 merger with Knightsbridge in or Oslo Stock Exchange listing, capital Team Tankers International was The ever-growing number of listed following a successful shipping and shipping-related exchange offer for shares of In Norway, meanwhile, with its historically companies to take the Eitzen Chemical. However, strong relationship with the shipping sector, Bermuda-Oslo route to growth challenging market conditions there are still plenty of investors willing to means that the path is increas- seem to have made the step by commit their equity, based on a solid ingly well-defined and under- step approach to raising capital understanding of the industry and indi- scores not just the benefits of a more favoured approach in vidual companies’ potential. the N-OTC, but investor confi- recent years. dence in Bermuda as a base for incorporation. The island boasts On to 2015, the combined company may be finding it increasingly a strong body of expertise in New York? was also then listed on Nasdaq. difficult to move their listings shipping-related capital markets A number of Bermuda shipping to New York exchanges. and capital finance. Bermuda’s and shipping-related companies When Frontline was in difficul- extensive relationships with maintain New York listings, ties in 2012, Norway’s OTC Despite some discussion in the Norwegian law firms and finan- including Ship Finance Interna- provided a life-line: the trade press of an “OTC bug” cial institutions help to ensure a tional (NYSE) and Pangaea company restructured, forming and references to companies smooth passage to accessing Logistics Solutions (Nasdaq), Frontline 2012, which listed on getting “stuck” in Oslo, it seems capital in Oslo, and the jurisdic- while Frontline (NYSE), the N-OTC and raised $285 to be generally acknowledged tion also has a wealth of experi- Golden Ocean (Nasdaq) and million. Frontline 2012 merged that the difficulty may lie in the ence with New York IPOs, Seadrill (NYSE) all have back as a subsidiary of Frontline New York markets, which should a NYSE or Nasdaq primary listings on New York three years ago, with Frontline continue to run shy of the ship- listing beckon. exchanges in addition to an continuing the company’s three ping sector and are, perhaps, O Oslo listing. listings on the NYSE, Oslo simply not attracted by compa- Guy Cooper is a Director in the c Stock Exchange and the nies below a certain market cap. Corporate practice of Conyers Dill & t Of these companies, it is inter- London Stock Exchange. In Norway, meanwhile, with its Pearman Limited in Bermuda. o esting to note that Frontline historically strong relationship b e first listed in Oslo in 1997, and However, there has not been a with the shipping sector, there r then on the NYSE in 2001. successful mainstream shipping are still plenty of investors / N o Bermuda Shipping Companies on Norway OTC and Oslo Bors v e # Bermuda shipping companies on N-OTC Total Market Cap m 5 US$2.93 billion b e # Bermuda shipping companies on Oslo Bors* Total market cap r 16 US$9.64 billion 2 # Bermuda shipping companies on OB +N-OTC combined Total market cap 0 21 US$12.57 billion 1 8 *43.5% of Oslo Bors Shipping Index listings are Bermuda companies 10 Marine Money www.marinemoney.com.