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, 29 May 2019
Reference is made to the stock exchange notice released by Belships ASA (OSE: BEL; “Belships” or the “Company”) on 28 May 2019 regarding a contemplated private placement (the “Private Placement”) of new shares in the Company.
The Company is pleased to announce it has raised NOK 72.6 million (equivalent to approx. USD 8.3 million) through the allocation of 10,372,187 shares (the “Offer Shares”) at a subscription price of NOK 7.00 per share. The allocation and completion of the Private Placement has been resolved by the Company’s Board of Directors pursuant to an authorisation granted by the Company’s general meeting held 23 May 2019.
The book was composed of high quality private and institutional investors. Through the completion of the Private Placement, the company has successfully expanded its shareholder base and increased the tradeable free float of the Belships share.
“We are pleased to have reached another important milestone for the company. We will continue to execute our growth strategy with the aim of value creation, increasing the liquidity and attractivity of owning our shares” said Belships’ CEO, Lars Christian Skarsgård.
Danske Bank, Norwegian Branch, DNB Markets, a part of DNB ASA, and Pareto Securities AS (the “Managers”) acted as Joint Lead Managers and Bookrunners for the Private Placement.
The Offer Shares allocated in the Private Placement 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 between the Company, the Managers, and Kontrari AS, and the shares will be tradeable upon allocation.
The following primary insiders have been allocated shares in the Private Placement at a price per Offer Share of NOK 7.00:
Peter Frølich, Chairman of the Board was allocated 75,000 Offer Shares and holds 75,000 shares after the completion of the Private Placement;
Birthe Cecilie Lepsøe, Board member was allocated 7,500 Offer Shares and holds 7,500 shares after the completion of the Private Placement;
Jorunn Seglem, Board member was allocated 35,000 Offer Shares and holds 35,000 shares after the completion of the Private Placement;
Lars Christian Skarsgård, CEO, through Torinitamar AS, a company controlled by Skarsgård was allocated 35,000 Offer Shares, and holds 414,900 shares and 5,000,000 options after the completion of the Private Placement;
Osvald Fossholm, CFO, through Krino Invest AS, a company controlled by Fossholm, was allocated 35,000 Offer Shares and holds 35,000 shares and 33,000 options after the completion of the Private Placement; and
Jan Erik Sivertsen, elected as an observer of the Board and CEO of Kontrari AS and Kontrazi AS, was allocated 50,000 Offer Shares and holds 50,000 shares after the completion of the Private Placement.
Following registration of the of the new share capital pertaining to the Private Placement, the company will have 185,490,180 shares outstanding, each with a par value of NOK 2.00.
Following completion of the Private Placement, the Company will carry out a subsequent repair offering of up to 1,603,128 new shares (the “Subsequent 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. The Company’s shares will trade ex. right to participate in the subsequent offering as of 29 May 2019. The price in the Subsequent Offering will be equal to the price in the Private Placement. The Subsequent Offering is expected to be completed within the end of July 2019.
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.