July 13, 2020
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Oslo, 13 July 2020 – Reference is made to the stock exchange announcement by MPC Container Ships ASA ("MPCC" or the "Company") on 10 July 2020 regarding completion of a private placement of 260,000,000 new shares, raising gross proceeds of NOK 260 million, and a subsequent repair offering of up to 35,000,000 new shares at a subscription price of NOK 1.00.
An extraordinary general meeting in the Company was held today, on 13 July 2020. The general meeting approved all items on the agenda, including the private placement of new shares and grant of authorisation for the Board of Directors to carry out the subsequent offering. The general meeting's resolutions were in accordance with the proposals by the Board of Directors with such adjustments as required in respect of the private placement of 260,000,000 new shares.
CEO Constantin Baack comments in relation to the announcement: "Today’s general meeting represents an essential final step in the company’s recapitalisation process. In the midst of a very challenging environment for the container shipping industry, our employees and business partners have demonstrated a commendable dedication towards MPC Container Ships. Moreover, the company has benefitted from strong support from shareholders and bondholders in a difficult and unpredictable market. For this, we are grateful.
With the general meeting having resolved the capital increase, MPC Container Ships will be able to fortify the intricate recapitalisation efforts in two if its financial silos most affected by the COVID-19 pandemic. By adhering to sound corporate governance principles and offering all shareholders the opportunity to participate in the private placement or subsequent repair offering, the company has been granted the liquidity runway needed to protect the values of all stakeholders and pave the way for a post-COVID recovery."
Please see the minutes of the extraordinary general meeting for more information about the general meeting's resolutions. The minutes of the extraordinary general meeting are attached to this announcement and are also available on the Company's website, www.mpc-container.com, under "Investor Relations".
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This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
About MPC Container Ships ASA:
MPC Container Ships ASA (ticker code "MPCC") was formed in April 2017. Its main activity is to own and operate a portfolio of container ships with a focus on the feeder segment between 1,000 and 3,000 TEU. The Company is registered and has its business office in Oslo, Norway. For more information, please see our webpage: www.mpc-container.com.
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company.
Neither this announcement nor any copy of it may be made or transmitted into the United States, or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, Japan, Hong Kong, New Zealand or South Africa or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of national securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in Australia, Canada, Japan, South Africa, Hong Kong, New Zealand or the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. There will be no public offer of the securities in the United States.
This announcement is an advertisement and does not constitute a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (as amended, together with any applicable implementing measures in any Member State, the "Prospectus Regulation"). In any EEA Member State that has implemented the Prospectus Regulation, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation. In addition, in the United Kingdom, this announcement is not being distributed, nor has it been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 ("FSMA"), by a person authorized under FSMA and is directed only at persons who (i) are outside the United Kingdom, (ii) are investment professionals falling within Article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be engaged with, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). Under no circumstances should persons who are not relevant persons rely or act upon the contents of this announcement. Any investment or investment activity to which this announcement relates in the United Kingdom is available only to, and will be engaged only with, relevant persons.
Matters discussed in this announcement may constitute forward- looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
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