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, 10 July 2020 – Reference is made to the stock exchange announcement on 6 July 2020, where MPC Container Ships ASA ("MPCC" or the "Company") announced the launch of a private placement (the "Private Placement") with gross proceeds of approx. USD 27.5 million (NOK 260 million) by issuing new shares (the "Offer Shares"). The Company is pleased to announce that, on the basis of commitments received from investors, it has allocated 260,000,000 shares in the Private Placement, each with a nominal value of NOK 1.00, at a subscription price of NOK 1.00 per share (the "Subscription Price"), raising gross proceeds of NOK 260,000,000. The Private Placement attracted strong interest and was significantly oversubscribed.
Completion of the Private Placement is subject to (i) the approval of the Private Placement by the Company's extraordinary general meeting to be held on 13 July 2020 (the "EGM") and the EGM granting the Board of Directors an authorisation for the Subsequent Offering (as hereinafter defined), (ii) payment being received for the Offer Shares allocated, and (iii) registration of the share capital increase in the Company pertaining to the issuance of Offer Shares with the Norwegian Register of Business Enterprises. The proposed resolutions for the EGM will, as indicated in the notice of the EGM dated 29 June 2020, be specified within the ranges set out in the notice to issue the number of Offer Shares allocated in the Private Placement to the investors allocated such Offer Shares, as well as such other details in respect of the Private Placement as required.
Notification of conditional allotment of Offer Shares and payment instructions is expected to be sent to the applicants today, 10 July 2020. The Offer Shares will be delivered to the applicant’s VPS account as soon as practicable after all conditions for the Private Placement have been met. The listing of the Offer Shares at the Oslo Stock Exchange is expected to take place towards the end of July 2020, subject to approval of an offering and listing prospectus prepared by the Company in relation to the Private Placement and Subsequent Offering by the Financial Supervisory Authority of Norway (the "Prospectus"), and the publication of the Prospectus by the Company. Prior to such listing at the Oslo Stock Exchange, the Offer Shares will be registered and delivered in the Norwegian Central Securities Depository ("VPS") at a separate ISIN, NO 0010887243.
In addition, subject to the approval of the Private Placement by the EGM, the Company will issue 6,353,127 new shares at the Subscription Price under the underwriting agreement entered into in relation to the Private Placement, as settlement of the underwriting commission under such agreement, as further set out in the stock exchange release on 6 July 2020. Following the issuance of the Offer Shares and shares for settlement of the underwriting commission, the Company's share capital will be NOK 357,856,127, divided into 357,856,127 shares, each with a par value of NOK 1.00.
The Subsequent Offering:
Reference is made to the stock exchange announcement dated 6 July 2020, where the Board of Directors' considerations in respect of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014 are set out.
Subject to satisfaction of the conditions for completion of the Private Placement, the Company will conduct a subsequent share offering of 35,000,000 new shares (the "Subsequent Offering"), which, subject to applicable securities laws will be directed towards shareholders in the Company on 9 July 2020 (as registered in the VPS on 13 July 2020 (the "Record Date")) (i) who were not allocated shares in the Private Placement, (ii) whose pro rata share of the Private Placement on the basis of their shareholding as of 9 July 2020 (as registered in the VPS on the Record Date) is determined to be less than EUR 100,000, and (iii) who are not resident in a jurisdiction where such offering would be unlawful, or in a jurisdiction other than Norway which would require any filing, registration or similar action.
The subscription price in the Subsequent Offering will be the same as the Subscription Price in the Private Placement, i.e. NOK 1.00 per share. The eligible shareholders as of 9 July 2020 (as registered in the VPS on the Record Date) will receive non-transferrable subscription rights based on their shareholding as of that date in the Subsequent Offering. Oversubscription with subscription rights is permitted, but subscription without subscription rights is not permitted. The Subsequent Offering is underwritten by the parties acting as underwriters in the Private Placement at the same terms as for the Private Placement, and accordingly, any shares in the Subsequent Offering that are not validly subscribed for by those eligible to participate in the Subsequent Offering shall be allocated to and subscribed for by the underwriters.
The Subsequent Offering is conditional on (a) completion of the Private Placement, (b) approval of the authorisation of the Board of Directors for the Subsequent Offering by the Company’s shareholders at the EGM, (c) approval and publication of the Prospectus by the Company. The two weeks’ subscription period in the Subsequent Offering is expected to commence towards the end of July or beginning of August 2020. The Company will issue a separate stock exchange notice with further details on the Subsequent Offering when finally resolved.
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.
Further information and contact:
For further information, please contact firstname.lastname@example.org.
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.