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Oslo, 6 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 a private placement of 260,000,000 new shares (the "Private Placement") and the subsequent offering (the "Subsequent Offering") of 35,000,000 new shares (the "Offer Shares") in the Company, each with a par value of NOK 1.00, at a subscription price of NOK 1.00 per share (the "Subscription Price"). The subscription period will commence today, on 6 August 2020 at 09:00 hours (CEST) and expire on 20 August 2020 at 16:30 hours (CEST) (the "Subscription Period").
Eligible shareholders, being shareholders of the Company as of 9 July 2020 (and being registered as such in the VPS on 13 July 2020, pursuant to the two days' settlement procedure in the VPS (the "Record Date")), except for shareholders (i) who were allocated shares in the Private Placement, (ii) whose pro rata share of the Private Placement on basis of their shareholding as of 9 July 2020 (as registered in the VPS on the Record Date) was more than EUR 100,000 or (iii) who are resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, which require any filing, registration or similar action (the "Eligible Shareholders"), will be granted non-transferable subscription rights (the "Subscription Rights") that, subject to applicable law, give a right to subscribe for, and be allocated, Offer Shares in the Subsequent Offering at the Subscription Price.
The Eligible Shareholders will be granted 3.223999 Subscription Rights for each existing share registered as held by such Eligible Shareholders as of the Record Date, rounded down to the nearest whole Subscription Right. Each Subscription Right will, subject to certain limitations based on applicable laws and regulations, give the right to subscribe for, and be allocated, one (1) Offer Share in the Subsequent Offering. Over-subscription with Subscription Rights is permitted, but subscription without Subscription Rights is not permitted. In the event of over-subscription, the allocation procedure in Section 10-4 (3) of the Norwegian Public Limited Liability Companies Act will apply. No subscription rights will be allocated for treasury shares. The Subsequent Offering is underwritten by the Underwriters (as defined below) at the same terms as for the Private Placement, and accordingly, any shares in the Subsequent Offering that are not validly subscribed for by Eligible Shareholders shall be allocated to and subscribed for by the Underwriters.
The Subscription Rights are expected to have an economic value if the Company's shares trade above the Subscription Price during the Subscription Period. Eligible Shareholders who do not use their Subscription Rights will experience a dilution of their shareholding in the Company. The Subscription Rights must be used to subscribe for Offer Shares before the expiry of the Subscription Period. Subscription Rights that are not used to subscribe for Offer Shares before such deadline will have no value and will lapse without compensation to the holder.
The payment for Offer Shares allocated to a subscriber falls due on 24 August 2020. Subject to timely payment of the Offer Shares, the share capital increase pertaining to the Subsequent Offering is expected to be registered with the Norwegian Register of Business Enterprises on or about 31 August 2020. The Offer Shares are expected to be delivered to the subscribers and commence trading on the Oslo Stock Exchange on or about 31 August 2020.
The Subsequent Offering is fully underwritten by STAR Spike Limited, CSI Beteiligungsgesellschaft mbH and associated parties, and Pilgrim Global ICAV (the "Underwriters"). Each Underwriter is, upon completion of the Subsequent Offering, entitled to receive an underwriting commission of 4% of the respective Underwriter's underwriting commitment. The underwriting commission shall be settled by the issuance of 1,400,000 new shares with a nominal value of NOK 1.00, issued at a subscription price of NOK 1.00 per share.
Further information about the Subsequent Offering and the subscription procedures is included in the prospectus dated 4 August 2020 (the "Prospectus"). The Prospectus, including the subscription form, is available at www.dnb.no/emisjoner and www.paretosec.com/transactions. Hard copies of the Prospectus will be available at the offices of MPC Container Ships ASA, 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.