Reference is made to the detailed stock exchange announcement by Belships ASA (“Belships” or the “Company”) on 4 October 2018 regarding the sale of 14,285,714 shares (30.2%) in the Company from Sonata AS, which is controlled by Sverre Tidemand, the chairman of the Company’s board of directors, to Kontrari AS and a merger between Kontrari and Kontrazi AS’ (being companies controlled by Frode Teigen and family) subsidiaries (LHS I Holdco, LHS II Holdco, LHN I Holdco og LHN II Holdco) and a wholly-owned subsidiary of Belships (Belships Chartering AS), with consideration in Belships shares.
The share sale is expected to be completed three business days after the approval of the merger plan and share capital increase by extraordinary general meeting of Belships, subject to certain conditions being fulfilled. The purchase price for the shares is NOK 100 million in total. Following completion of the share sale:
- Sonata AS will have reduced its shareholding in the Company and will hold 17,461,778 shares, constituting 36.9% of the shares and votes in the Company.
- Kontrari AS will hold 14,285,714 shares, constituting 30.2% of the shares and votes in the Company.
Upon completion of the merger, which is expected to be completed before year-end 2018:
- Sonata AS will be further diluted and own 17,461,778 shares, representing 10% of the shares and votes in the Company,
- Kontrari AS and Kontrazi AS – companies which are coordinating the exercise of shareholder rights in the Company, will increase its shareholding to 120,452,246 shares, representing 68.8% of the shares and votes, and
- Nepa will own 13,330,834 shares, representing 7.61% of the shares and votes in the Company.
This information is subject to the disclosure requirements set out in sections 4-2 and 4-3 of the Norwegian Securities Trading Act.