Set out below are the main terms of the Rights Issue.
· The share capital of Belships will be increased by NOK 45,000,000 through an issue of 22,500,000 new shares.
· The subscription price will be NOK 4 per share representing a discount to the theoretical ex-rights price (TERP) of approximately 24%based on Belships’ closing share price on 21 June 2013.
· The rights issue will result in gross proceeds to Belships of NOK 90,000,000.
· Shareholders in the Company as of 27 June 2013, i.e. shareholders registered in Belships’ shareholder register in the Norwegian Central Securities Depository (VPS) as of 2 July 2013 (existing shareholders) will receive tradable subscription rights. The Belships share will trade exclusive of the right to receive subscription rights from and including 28 June 2013 for trades subject to the ordinary T+3 settlement in the VPS.
· Existing shareholders will receive 0.9239 tradable subscription rights for every existing share held. One subscription right will entitle the holder to subscribe and receive allocation of one new share. Oversubscription and subscription without subscription rights will be permitted; however, there can be no assurance that shares will be allocated for such subscriptions.
· The subscription period will commence on 3 July 2013 and end on 24 July 2013 at 16.30 (Oslo time).
· Trading of subscription rights will commence on 3 July 2013 and end on 24 July 2013 at 16.30 (Oslo time). The subscription rights will be listed on the Oslo Stock Exchange with the ticker “BEL T”.
Subscription rights that are not used to subscribe for new shares or sold before 24 July 2013 16.30 (Oslo time), will have no value and will lapse without compensation to the holder.
Expected timetable for the rights issue June, July and August 2013
Share trades ex-subscription rights 28 June
Publication of prospectus 3 July
Subscription rights allocated to shareholders 3 July
Subscription period 3 July – 24 July at 16.30 (Oslo time)
Trading in subscription rights 3 July – 24 July at 16.30 (Oslo time)
Allocation of new shares and distribution of allocation
letters on or about 30 July
Payment for new shares on or about 1 August
Delivery and listing of new shares on or about 5 August
ABG Sundal Collier Norge ASA is acting as manager. The rights issue has been fully underwritten by the majority shareholder in the Company, Sonata AS.
Further details of the terms of the rights issue will be included in the prospectus, expected to be published on 3 July 2013. All information related to the rights issue will also be made available on www.belships.com.
For further information, please contact:
Ulrich Müller, Managing Director, Belships ASA
Telephone +47 22 52 76 00 / +47 924 90 400
Osvald Fossholm, Finance Director, Belships ASA
Telephone +47 22 52 76 00 / +47 908 87 393
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
These materials are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or Hong Kong or in other jurisdictions where such distribution is not lawful. These materials do not constitute or form a 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 (the “Securities Act”). There will be no public offer of securities in the United States.
The contemplated issue of ordinary shares (the “Offer Shares”) in Belships ASA (“the Company”), the exercise or sale of subscription rights contemplated to be issued in the Rights Offering (the “Subscription Rights”) and the subscription or purchase of Shares or Rights (the “Rights Offering”) are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions.
This stock exchange release is for information purposes only and has not been approved by any regulatory authority. It is not a prospectus, disclosure document or offering document and does not purport to be complete. Nothing in this stock exchange release should be interpreted as a term or condition of the Rights Offering. Investors should not subscribe for, purchase, otherwise acquire, sell or otherwise dispose of Rights and/or ordinary shares except on the basis of information in the prospectus to be published by the Company in due course in connection with the Rights Offering (the “Prospectus”) which will contain further information relating to the Company as well as a summary of the risk factors to which any investment is subject. This stock exchange release does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire any securities offered by any person in any jurisdiction in which such an offer or solicitation is unlawful.
The distribution of this stock exchange release and/or the Prospectus into jurisdictions other than Norway may be restricted by law. Persons into whose possession this stock exchange release and/or the Prospectus come 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.
ABG Sundal Collier Norge ASA is acting for the Company and no one else in connection with the Rights Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Offering and/or any other matter referred to in this document.
This document and any materials distributed in connection with this document 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, including the risks and uncertainties to be set out in the Prospectus.