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
Reference is made to the stock exchange notice released by Belships ASA (OSE: BEL; "Belships" or the "Company") on 9 March 2021 regarding a contemplated private placement (the "Private Placement") of up to 20 million new shares in the Company. The Private Placement took place through an accelerated bookbuilding process after close of market today, on 9 March 2021.
The Company is pleased to announce that the Private Placement has been successfully completed and that it has raised NOK 140 million (equivalent to approx. USD 17 million) through the allocation of 20,000,000 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 14 May 2020.
Arctic Securities AS and Pareto Securities AS (the "Managers") acted as Joint Lead Managers and Bookrunners for the Private Placement. 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 concluded another important transaction with the aim of further expansion. We see lots of potential for our company and we will continue to execute on our growth strategy which we believe will lead to increased profitability,” said Belships’ CEO, Lars Christian Skarsgård.
The Offer Shares allocated in the Private Placement 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 between the Company, Arctic Securities AS (in its capacity as settlement manager), and Kontrari AS, and the shares will be tradeable upon allocation. The shares borrowed for settlement of the Private Placement will be redelivered to the share lenders in the form of new shares in the Company and will be listed on the Oslo Stock Exchange following registration of the share capital increase in the Norwegian Register of Business Enterprises.
The subscription by the following persons in the Private Placement is regarded as PDMR trades under the Market Abuse Regulation (EU) No 596/2014 ("MAR"):
- Peter Frølich, Chairman was allocated 25,000 Offer Shares
- Frode Teigen, Board Member was allocated 5,000,000 Offer Shares
- Carl Erik Steen, Board Member was allocated 100,000 Offer Shares
- Sonata AS (Sverre Tidemand) was allocated 285,714 Offer Shares
- AS Torinitamar (Lars Christian Skarsgård, CEO) was allocated 50,000 Offer Shares
Detailed information on the PDMR trades will be disclosed separately.
Following registration of the of the new share capital pertaining to the Private Placement, the company will have 248,175,404 shares outstanding, each with a par value of NOK 2.
Completion of the Private Placement entails a deviation from the existing shareholders' pre-emptive rights to subscribe for and be allocated new shares and the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014, and the Board is of the opinion that the proposed Private Placement is in compliance with these requirements. The Board has carefully considered such deviation and has resolved that the Private Placement is in the best interests of the Company and its shareholders. In reaching this conclusion the board of directors has, inter alia, considered the implications of an underwritten rights issue, alternative financing sources, the dilutive effect of the share issue, the prevailing market conditions, the investor interest in the transaction and development of the Company enabled by securing the new equity. The Board also notes that the Private Placement has been publicly announced, and the equity is raised with a significantly lower completion risks compared to a rights issue.
No subsequent offering is contemplated as a consequence of this Private Placement.
For further information, please contact:
Lars Christian Skarsgård, Belships CEO,
Phone +47 977 68 061 or e-mail LCS@belships.no, or
Osvald Fossholm, Belships CFO
Phone +47 908 87 393 or e-mail email@example.com
This information is considered to be inside information pursuant to MAR 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 23:00 CET.
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.