NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN
BELSHIPS ASA – Commencement of the subsequent offering
Oslo, 28 June 2019:
Reference is made to the stock exchange announcements from Belships ASA (“Belships” or the “Company”) on 29 May 2019 regarding key information relating to the subsequent offering and listing of up to 1,603,128 new shares, each with a nominal value of NOK 2.00 (the “Offer Shares”) at a subscription price of NOK 7.00 per Offer Share (the “Subscription Price”) to be carried out by Belships (the “Subsequent Offering”) and on 27 June 2019 regarding the board of directors’ resolution to increase the share capital in connection with the Subsequent Offering.
The subscription period for the Subsequent Offering commences at 09:00 hours (CET) on 28 June 2019 and expires at 16:30 hours (CET) on 12 July 2019 (the “Subscription Period”).
The shareholders of the Company as of 28 May 2019 (and being registered as such in the Norwegian Central Security Depository (VPS) on 31 May 2019 (the “Record Date”)), and who were not allocated shares in the private placement announced by the Company on 29 May 2019 and who are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, would require any filing, registration or similar action (the “Eligible Shareholders”), will be granted non-transferable subscription rights (the “Subscription Rights”) that, subject to applicable law, provide preferential rights to subscribe for, and be allocated, Offer Shares at the Subscription Price.
Each Eligible Shareholder will, subject to applicable securities laws, be granted 0.06889 Subscription Rights for every existing share registered as held by such Eligible Shareholder as of the Record Date, rounded down to the nearest whole Subscription Right. Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for, and be allocated, one Offer Share in the Subsequent Offering. Over-subscription is permitted, however, subscription without Subscription Rights is not permitted.
Please note that Subscription Rights that are not used to subscribe for Offer Shares before the end of the Subscription Period will have no value and will lapse without compensation to the holder.
A prospectus dated 27 June 2019 (the “Prospectus”) prepared in connection with the Subsequent Offering will, subject to regulatory restrictions in certain jurisdictions, be available at www.danskebank.com/belships, www.dnb.no/emisjoner and www.paretosec.comfrom today, 28 June 2019. Hard copies of the Prospectus may be obtained free of charge at the offices of Belships, Lilleakerv 4, 0283, Oslo, Norway,or by contacting one of the Managers (defined below).
Following the completion of the Subsequent Offering, and assuming full subscription, the number of shares outstanding in Belships will increase by 1,603,128 shares to 195,153,958 shares, each with a nominal value of NOK 2.00, resulting in a total share capital of NOK 390,307,916.
The timetable below provides certain key dates for the Subsequent Offering:
|Subscription Period commences||28 June 2019 at 09:00 (CEST|
|Subscription Period ends||12 July 2019 at 16:30 hours (CEST)|
|Allocation of the Offer Shares and distribution of allocation letters||Expected on or about 15 July 2019|
|Payment date||17 July 2019|
|Delivery of the Offer Shares and listing and commencement of trading in the Offer Shares on Oslo Børs||Expected on or about 19 July 2019|
For further details on the terms of the Subsequent Offering, please see the Prospectus.
Danske Bank, Norwegian Branch, DNB Markets, a part of DNB Bank ASA, and Pareto Securities AS are acting as Managers for the Subsequent Offering. Advokatfirmaet Thommessen AS is acting as legal counsel to the Company.
For further information, please contact Lars Christian Skarsgård, Belships CEO, phone +47 977 68 061 or e-mail email@example.com.
Important information: The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form 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, as amended (the “US Securities Act”). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act.
The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.
The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes 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.
The Managers are acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release.
Forward-looking statements: This release and any materials distributed in connection with this release 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.