Belships ASA: Contemplated Private Placement
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, 9 March 2021
Belships ASA (OSE: BEL; "Belships" or the "Company") has retained Arctic Securities AS and Pareto Securities AS (together, the "Managers") as Joint Lead Managers and Bookrunners, to advise on and effect a private placement of up to 20 million new shares (the "Offer Shares") (the "Private Placement").
The net proceeds from the Private Placement will be used to fund the cash element of two new Japanese bareboat leases recently announced and for general corporate purposes.
Certain existing shareholders and new investors have collectively pre-committed to subscribe: Peter Frølich, Chairman: 25,000 Offer Shares, Frode Teigen, Board member: 5 million Offer Shares, Carl Erik Steen, Board member: 100 000 Offer Shares, Ellen and Jakob Hatteland: 2.5 million Offer Shares, and CEO Lars Christian Skarsgård: 50,000 Offer Shares.
The price per Offer Share in the Private Placement (the "Offer Price") will be determined by the board of directors of the Company (the "Board") following an accelerated bookbuilding process. The bookbuilding period for the Private Placement opens today at 16:30 CET on 9 March 2021 and closes at 08:00 CET on 10 March 2021. The Company and the Managers may at their sole discretion extend or shorten the application period at any time and for any reason. If the application period is extended or shortened the other dates referred to herein may be amended accordingly.
The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirements are available.
Allocation of the Offer Shares will be determined at the end of the application period, and final allocation will be made by the Company's Board of Directors at its sole discretion. Completion of the Private Placement is subject to approval by the Board of Directors pursuant to an authorisation granted by the Company's general meeting held 14 May 2020. The Company and the Managers reserve the right, at any time and for any reason, to cancel and/or modify the terms of the Private Placement.
The Company will announce the final offer price and the number of Offer Shares allocated in the Private Placement through a stock exchange notice expected to be published after expiry of the bookbuilding period.
Notification of allocation is expected to be sent by the Managers on or about 10 March 2021. Allocated subscription shares will be delivered on or about 12 March 2021 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, and the shares will be tradeable upon allocation.
Subject to completion of the Private Placement, the Company will consider to carry out a subsequent repair offering directed at its existing shareholders as of close of trading 9 March 2021, as subsequently recorded in the VPS on 11 March 2021, who (i) were not part of the pre-sounding phase of the Private Placement; (ii) were not allocated Offer Shares in the Private Placement; and (iii) 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.
Arctic Securities AS and Pareto Securities AS (the "Managers") are acting as Joint Bookrunners in connection with the Private Placement. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company.
For further information, please contact:
Lars Christian Skarsgård, Belships CEO,
Phone +47 977 68 061 or e-mail LCS@belships.no.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by Osvald Fossholm, CFO at Belships ASA, on 9 March 2021 at 16:30 CET.
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.