NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES 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.
Oslo, 28 May 2019
Belships ASA (OSE: BEL; “Belships” or the “Company”) has retained Danske Bank Norwegian Branch, DNB Markets, a part of DNB ASA, and Pareto Securities AS (together, the “Managers”) as Joint Lead Managers and Bookrunners, to advise on and effect a private placement of new shares (the “Offer Shares”), directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions, after the close of Oslo Stock Exchange today (the “Private Placement”).
Through the Private Placement, the Company seeks to raise up to the NOK equivalent of USD 15 million. The price in the Private Placement has been set to NOK 7.00 per share.
The following persons associated with the Company will participate in the Private Placement by applying for a total of 237,500 Offer Shares: Peter Frølich, Chairman of the Board: 75,000 Offer Shares, Birthe Cecilie Lepsøe, Board member: 7,500 Offer Shares, Jorunn Seglem, Board member: 35,000 Offer Shares, Torinitamar AS, a company controlled by CEO Lars Christian Skarsgård: 35,000 Offer Shares, Krino Invest AS, a company controlled by CFO Osvald Fossholm: 35,000 Offer Shares and Jan Erik Sivertsen, CEO of Kontrari AS and Kontrazi AS: 50,000 shares.
Net proceeds from the Private Placement will be used to support the Company’s stated strategy to grow accretively as a fully integrated shipowner and operator of geared dry bulk vessels, including financing of the cash consideration associated with future vessel acquisitions, as well as general corporate purposes.
As noted in the Company’s Q1 report, Belships has a positive outlook on the dry bulk market, and believes it can sustain its strong performance relative to the market. The three recently agreed vessel acquisitions demonstrates the Company’s ability to develop attractive vessel acquisition opportunities, and the sellers’ acceptance of receiving partial or full consideration in Belships shares has allowed Belships to broaden and strengthen its shareholder base, increase free float in the share, and execute these three vessel acquisitions with a positive impact on the Company’s available liquidity. Simultaneously, it demonstrates the sellers’ trust and belief in Belships’ technical and commercial platform, and ability to deliver strong relative performance going forward. While the Company believes additional “ship for shares” transactions may be available also going forward, the Company wishes to retain the flexibility to execute on growth opportunities which may require partial or full settlement in cash.
The application period for the Private Placement opens today at 16:30 CEST on 28 May 2019 and closes at 08:00 CEST on 29 May 2019. The Company and the Managers may at their sole discretion extend or shorten the application period at any time and for any reason. If the application period is extended or shortened the other dates referred to herein may be amended accordingly.
The minimum subscription and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations, or similar legislation in other jurisdictions, are available.
Allocation of the Offer Shares will be determined at the end of the application period, and final allocation will be made by the Company’s Board of Directors at its sole discretion.
Completion of the Private Placement is subject to approval by the Board of Directors pursuant to an authorisation granted by the Company’s general meeting held 23 May 2019.
Notification of allocation is expected to be sent by the Managers on or about 29 May 2019.
Allocated subscription shares will be delivered on or about 3 June 2019 on a DVP (Delivery versus Payment) basis. Subscribers will receive existing and unencumbered shares in the Company already listed on the OSE pursuant to a share lending agreement, and the shares will be tradeable upon allocation.
The Private Placement is not subject to receiving applications for or the issuance of a minimum number of Offer Shares, and the Private Placement could therefore be completed at a lower amount than USD 15 million.
The Company and the Managers reserve the right, at any time and for any reason, to cancel and/or modify the terms of the Private Placement.
Subject to completion of the Private Placement, the Company will consider to carry out a subsequent repair offering directed at its existing shareholders as of close of trading 28 May 2019, as subsequently recorded in the VPS on 31 May 2019, who were not allocated shares in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action.
For further information, please contact Lars Christian Skarsgård, Belships CEO, phone +47 977 68 061 or e-mail LCS@belships.no.
This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.
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.