NOT FOR DISTRIBUTION, PUBLICATION 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.
Oslo, 4 August 2020 – Reference is made to the stock exchange announcements by MPC Container Ships ASA ("MPC" or the "Company") on 10 and 13 July 2020, respectively, regarding the completion of the fully underwritten private placement of 260,000,000 new shares, each with a par value of NOK 1.00, at a subscription price of NOK 1.00 per share (the "Private Placement"), and the subsequent offering of 35,000,000 shares, each with a par value of NOK 1.00, at a subscription price of NOK 1.00 per share (the "Subsequent Offering").
The Financial Supervisory Authority of Norway has today, on 4 August 2020, approved a prospectus prepared by the Company (the "Prospectus") in connection with the listing of the new shares issued in the Private Placement and as settlement of the underwriting commission in the Private Placement, and the Subsequent Offering and the offering and listing of new shares in the Subsequent Offering, including the listing of new shares issued as settlement of the underwriting commission in the Subsequent Offering. The subscription period in the Subsequent Offering will commence on 6 August 2020 at 09:00 hours (CEST), and expire on 20 August 2020 at 16:30 hours (CEST).
Pending publication of the Prospectus, the 260,000,000 new shares issued in the Private Placement, as well the 6,353,127 new shares issued as settlement of the underwriting commission in the Private Placement, were placed on a separate ISIN from the Company's other shares. Upon publication of the Prospectus, such shares will be transferred to the same ISIN as the Company's ordinary shares, ISIN NO0010791353, and accordingly become listed and tradeable on the Oslo Stock Exchange under ticker code "MPCC". The first day of trading of such shares at the Oslo Stock Exchange will be Wednesday 5 August 2020.
The Prospectus, including the subscription form, will be published today and will, subject to applicable local securities laws, be available at www.dnb.no/emisjoner and www.paretosec.com/transactions. Hard copies of the Prospectus will be available at the offices of the Company at Munkedamsveien 45A, 0250 Oslo, Norway from the same date, or may be obtained by contacting DNB Markets on tel. +47 23 26 81 01 and Pareto Securities AS on tel. +47 22 87 87 00.
DNB Markets, a part of DNB Bank ASA, and Pareto Securities AS are engaged as managers and joint bookrunners in the Private Placement and the Subsequent Offering. Advokatfirmaet Thommessen AS is acting as legal counsel to the Company in connection with the Private Placement and the Subsequent Offering. Wikborg Rein Advokatfirma AS is acting as legal advisor to the Managers in connection with the Private Placement and the Subsequent Offering.
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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.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.