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.
Oslo, 13 February 2020 - MPC Container Ships ASA ("MPCC" or the "Company") has retained Fearnley Securities AS as manager and bookrunner (the "Manager") to assist the Company with a private placement of 7,250,000 new shares with gross proceeds of NOK 125 million (the "Private Placement"). The Private Placement will be directed towards Norwegian and international investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus, filing and registration requirements. The amount of the Private Placement may be adjusted subject to investor demand without further notice.
The Company has prepared an investor presentation in connection with the Private Placement which includes a company update and certain preliminary FY 2019 financial figures. The investor presentation is attached hereto.
The subscription price will be fixed at NOK 17.25 per share (the "Subscription Price").
The net proceeds from the Private Placement will be used towards general corporate purposes.
In connection with the Private Placement, the Company has entered into an underwriting agreement with the following shareholders of the Company: Star Spike Ltd. (a fund managed by STAR Capital Partnership LLP), CSI Beteiligungsgesellschaft mbH and Pilgrim Global ICAV, which own 19.40%, 13.04% and 3.48% of the Company’s outstanding shares, respectively (the "Underwriters"). The Underwriters have agreed to underwrite the subscription of NOK 125 million of shares to be offered in the Private Placement at a price equal to the Subscription Price in the Private Placement. The Underwriters will receive an underwriting fee equalling 2% of the Subscription Price for the new shares allocated to the Underwriters above their pro-rata ownership.
The application period for the Private Placement will commence today, 13 February 2020 at 16:30 CET and is expected to close on 14 February 2020 at 08:00 CET (the "Application Period"). The Company may, together with the Manager, at their own discretion, extend or shorten the Application Period at any time and for any reason. The minimum order in the Private Placement has been set to the number of shares that equals an aggregate purchase price of the NOK equivalent of EUR 100,000. The Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.
The allocation of new shares in the Private Placement will be made at the discretion of the Company's Board of Directors (the "Board") in consultation with the Manager. Completion of the Private Placement is subject to approval by the Board and an extraordinary general meeting in the Company (the "EGM"). The EGM is scheduled to be held on or about 9 March 2020. 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.
In connection with the Private Placement, the Board has 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.
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 and the approval of the Private Placement by the EGM and subsequent registration of the share capital increase in the Norwegian Register of Business Enterprises. Once registered, the new shares issued in the Private Placement will be admitted to trading on Oslo Børs under the Company's existing ISIN.
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 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 Manager is acting exclusively for the Company and no one else in connection with the Private Placement and assume no responsibility for this announcement. 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.