Belships ASA (“Belships” or the “Company”) has today published the prospectus in connection with its fully underwritten rights issue (“Rights Issue”), the terms and conditions for which where were announced on 27 June 2013. The prospectus has been reviewed and approved by the Financial Supervisory Authority of Norway.
Belships is offering 22,500,000 shares (the “Offer Shares”), each with a nominal value of NOK 2 at a subscription price of NOK 4 (the “Subscription Price”) of Belships. The Subscription Price represents a discount of approximately 31% to the closing price of NOK 5.8 per share as quoted on the Oslo Stock Exchange on 27 June 2013, and a discount of approximately 19% to the theoretical opening price of the shares without subscription rights of NOK 4.9 (TERP), calculated on the basis of the closing price per share on 27 June 2013.
Existing shareholders of the Company as of the end of 27 June 2013 (as registered in the Company’s shareholder register in the Norwegian Central Securities Depository (“VPS”) as of 2 July 2013) will be granted 0.9239 tradable subscription rights (“Subscription Rights”) for every 1 share in the Company held as of 2 July 2013. The holders of Subscription Rights will, subject to applicable law, be entitled to subscribe for and be allocated one Offer Share for every Subscription Right held.
The trading period for the Subscription Rights and the subscription period for the Rights Issue will commence at today on 3 July 2013, and expire on 24 July, 2013 at 16:30 hours (CET). The Subscription Rights will be listed and tradable on the Oslo Stock Exchange under the ticker code “BEL T” from 3 July 2013 to 16:30 hours (CET) on 24 July 2013.
Note that any subscription rights not sold or used to subscribe for new shares in the rights issue prior to 16:30 hours (CET) 24 July 2013, will have no value and will lapse without compensation to the holder.
The Rights Issue is fully underwritten by Sonata AS, guaranteeing the subscription of the Offer Shares on the terms set forth in the underwriting agreement of 27 June 2013. Pursuant to the underwriting agreement, Sonata AS will upon completion of the rights issue receive an underwriting fee of 1.5% of the amount underwritten by it.
The Subscription Rights and the Offer Shares are being offered only in those jurisdictions in which, and only to those persons to whom, offers and sales of the Offer Shares (pursuant to the exercise of the Subscription Rights or otherwise) may lawfully be made. The Subscription Rights and the Offer Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or under the securities laws of any state or other jurisdiction of the United States of America and may not be offered or sold in the United States of America. Pursuant to the prospectus, the Subscription Rights and Offer Shares are being offered and sold outside the United States in reliance on Regulation S under the U.S. Securities Act. The Rights Issue will not be made to persons who are residents of Australia, Canada, Japan or the United States or in any jurisdiction in which such offering would be unlawful. For more information regarding restrictions in relation to the Rights Issue pursuant to the prospectus, see section 17 (Selling Restrictions) of the prospectus.
Investing in the Offer Shares, and trading in the Subscription Rights, involve a high degree of risk. See section 2 (Risk Factors) of the prospectus beginning on page 14.
Subject to applicable local securities laws, the prospectus will be sent by mail to all shareholders registered in the VPS as of 2 July 2013, with the exception of those subscribing to electronically receive messages from the company, who will receive this information on e-mail or through “VPS Client Services”. The prospectus is also available at www.belships.com and www.abgsc.no. The prospectus can also be obtained by contacting ABG Sundal Collier Norge ASA.
For further information, please contact:
Ulrich Müller, Managing Director, Belships ASA
Telephone +47 22 52 76 00 / +47 924 90 400
Osvald Fossholm, Finance Director, Belships ASA
Telephone +47 22 52 76 00 / +47 908 87 393
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
These materials are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or Hong Kong or in other jurisdictions where such distribution is not lawful. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the “Securities Act”). There will be no public offer of securities in the United States.
The contemplated issue of ordinary shares (the “Offer Shares”) in Belships ASA (“the Company”), the exercise or sale of subscription rights contemplated to be issued in the Rights Offering (the “Subscription Rights”) and the subscription or purchase of Shares or Rights (the “Rights Offering”) are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions.
This stock exchange release is for information purposes only and has not been approved by any regulatory authority. It is not a prospectus, disclosure document or offering document and does not purport to be complete. Nothing in this stock exchange release should be interpreted as a term or condition of the Rights Offering. Investors should not subscribe for, purchase, otherwise acquire, sell or otherwise dispose of Rights and/or ordinary shares except on the basis of information in the prospectus published by the Company in connection with the Rights Offering (the “Prospectus”) which contains further information relating to the Company as well as a summary of the risk factors to which any investment is subject. This stock exchange release does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire any securities offered by any person in any jurisdiction in which such an offer or solicitation is unlawful.
The distribution of this stock exchange release and/or the Prospectus into jurisdictions other than Norway may be restricted by law. Persons into whose possession this stock exchange release and/or the Prospectus come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
ABG Sundal Collier Norge ASA is acting for the Company and no one else in connection with the Rights Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Offering and/or any other matter referred to in this document.
This document and any materials distributed in connection with this document may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company’s current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, including the risks and uncertainties set out in the Prospectus.