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.
BELSHIPS ASA – Resolution to increase the share capital in connection with the subsequent offering
Reference is made to the stock exchange announcement by Belships ASA ("Belships" or the "Company") on 29 May 2019 regarding the successfully completed private placement raising gross proceeds of NOK 72.6 million (the "Private Placement") and the stock exchange announcement on 29 May 2019 regarding key information relating to the repair issue 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").
Reference is further made to the annual general meeting held on 23 May 2019 at which the general meeting of the Company authorised the board of directors to increase the share capital of the Company o of up to NOK 175,000,000. Pursuant to this authorisation, the board of directors has today resolved to increase the share capital by up to NOK 3,206,256 in connection with the Subsequent Offering.
The Subsequent Offering is subject to approval by the Financial Supervisory Authority of Norway of the prospectus (the "Prospectus") which has been prepared in connection with the listing of 17,755,344 new shares in the Company, each with a par value of NOK 2.00, issued as consideration to certain sellers of vessels acquired by Belships in April 2019 at a subscription price of NOK 7.00 per share, the Private Placement and the Subsequent Offering. It is expected that the Prospectus will be approved by the Financial Supervisory Authority of Norway on 27 June 2019 and that the subscription period for the Subsequent Offering is from and including Friday 28 June 2019 until Friday 12 July 2019 at 16:30 hours (CET).
Shareholders in the Company as of 28 May 2019, as registered 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 is granted non-transferable subscription rights that, subject to applicable law, provide preferential rights to subscribe for, and be allocated, Offer Shares at the Subscription Price.
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 firstname.lastname@example.org.
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.