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
Oslo, 15 July 2019: Reference is made to the previous stock exchange announcements from Belships ASA (“Belships” or the “Company”) regarding 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”).
The subscription period in the Subsequent Offering expired on 12 July 2019 at 16:30 hours (CEST). By the end of the subscription period, the Company had received 558.541 valid subscriptions. A total of 558.541 Offer Shares will be allocated based on subscription rights and a total of 6.876 Offer Shares will be allocated based on over-subscription in accordance with the allocation criteria set out in the prospectus dated 27 June 2019.
Notifications of allocated Offer Shares in the Subsequent Offering and the corresponding amount to be paid by each subscriber will be sent out in a separate letter to each subscriber. Allocation letters will be sent out on or about 15 March 2019.
The share capital increase relating to the Subsequent Offering is expected to be registered with the Norwegian Register of Business Enterprises on or about 19 July 2019 and the shares will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about the same day.
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Important information: The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and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