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 – Prospectus approvedand private placement shares transferred to ordinary ISIN number
Oslo, 27 June 2019: 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 (equivalent to approx. USD 8.3 million) through the allocation of 10,372,187 new shares, each with a nominal value of NOK 2.00 (the "Private Placement Shares") at a subscription price of NOK 7.00 per share (the "Private Placement"), and the stock exchange announcement on 29 May 2019 regarding key information relating to 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 to be carried out by Belships (the "Subsequent Offering").
The Financial Supervisory Authority of Norway has today approved the prospectus dated 27 June 2019 (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 Shares and the Subsequent Offering. The Prospectus will, subject to regulatory restrictions in certain jurisdictions, be available on the following websites: www.danskebank.com/belships, www.dnb.no/emisjoner and paretosec.com. Printed copies of the prospectus may also be obtained free of charge at the offices of Belships, Lilleakerv 4, 0283, Oslo, Norway or by contacting the Managers (as defined below).
Subscribers in the Private Placement received 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 on a DVP (Delivery versus Payment) basis on 3 June 2019. The share capital increase pertaining to the Private Placement was registered with the Norwegian Register of Business Enterprises on 6 June 2019 and the Private Placement Shares were registered with a separate ISIN number, NO 001 0856776, and remained unlisted until the Prospectus was published. The Private Placement Shares are used to redeliver any and all borrowed shares to Kontrari AS. The Private Placement Shares have been transferred to the Company's ordinary ISIN number and are tradable as of 28 June 2019.
The subscription period for the Subsequent Offering is from and including 28 June 2019 until 12 July 2019 at 16:30 hours (CET) (the "Subscription Period"). The payment for Offer Shares allocated to a subscriber falls due on 17 July 2019. The share capital increase pertaining to the Subsequent Offering is expected to be registered with the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret) on or about 19 July 2019. The Offer Shares are expected to be delivered to the subscribers and commence trading on the Oslo Stock Exchange on 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 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.