NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, NEW ZEALAND, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
MPC Container Ships ASA ("MPCC" or the "Company") is pleased to announce the successful completion of the private placement of 7,250,000 new shares announced on 13 February 2020 (the "Private Placement"). The Private Placement was fully subscribed at a subscription price of NOK 17.25 per share.
The Private Placement will raise gross proceeds of approximately NOK 125 million. The net proceeds from the Private Placement will be used towards general corporate purposes.
Fearnley Securities AS have acted as manager and bookrunner in the Private Placement.
As announced on 13 February 2020, the Private Placement was underwritten by Company shareholders Star Spike Ltd., a fund managed by STAR Capital Partnership LLP, CSI Beteiligungsgesellschaft mbH and Pilgrim Global ICAV (the "Underwriters") with NOK 125 million, at a price equal to the subscription price in the Private Placement.
The final details of the allocation of the Offer Shares have not been completed. A separate release will be published when the allocation has been finalised, containing information on the number of Offer Shares allocated to the Underwriters. The Underwriters will receive an underwriting fee equalling 2% of the Subscription Price for any new shares allocated to the Underwriters above their pro-rata ownership.
Following registration of the share capital increase pertaining the Private Placement with the Norwegian Register of Business Enterprises, the Company will have a share capital of NOK 915,030,000 divided into 91,503,000 shares, each with a nominal value of NOK 10.
Delivery of the new shares will take place on or about 13 March 2020, subject to full and timely payment having been received for such shares, approval of the Private Placement by an extraordinary general meeting (the "EGM") and subsequent registration of the share capital increase in the Norwegian Register of Business Enterprises. The EGM is scheduled to be held on or about 9 March 2020. A separate notice to the EGM is expected to be announced and distributed later today. Investors being allocated shares in the Private Placement and who hold shares in the Company as of the date of the EGM undertake to vote in favour of the Private Placement at the EGM. The Private Placement will be cancelled if the above-mentioned conditions are not fulfilled or waived. Once registered, the new shares issued in the Private Placement will be admitted to trading on Oslo Børs under the Company's existing ISIN.
In connection with the Private Placement, the Board of Directors of the Company (the "Board") have resolved to set aside the pre-emptive rights of the existing shareholders. The Board considers this to be in the best interests of the Company and the shareholders since it will allow the Company to raise capital more efficiently than a rights offering would allow.
Further information and contact:
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 authorised 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.
The Manager is acting exclusively for the Company and no one else in connection with the Private Placement and assume no responsibility for this announcement. The Manager or any of its respective directors, officers, employees, advisers or agents do not accept any responsibility or liability whatsoever for/or make any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of announcement or its contents or otherwise arising in connection therewith.
Neither the Manager or any of its respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of announcement or its contents or otherwise arising in connection therewith.
This information is subject of the disclosure requirements under section 5-12 of the Norwegian Securities Trading Act.