MPC Container Ships ASA announces result of the subsequent offering and allocation to primary insiders
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, 21 August 2020 – Reference is made to the stock exchange announcements by MPC Container Ships ASA (the "Company") on 6 August 2020 and 20 August 2020, respectively, regarding the subsequent offering of 35,000,000 new shares (the "Offer Shares"), each with a par value of NOK 1.00, at a subscription price of NOK 1.00 per share (the "Subsequent Offering").
The subscription period in the Subsequent Offering expired at 16:30 hours (CEST) on 20 August 2020, and the final results show that the Company has received valid subscriptions for a total of 35,000,000 Offer Shares. Hence, 35,000,000 Offer Shares will be issued in the Subsequent Offering.
The allocation of Offer Shares in the Subsequent Offering has today been completed based on the allocation criteria set out in the Company's prospectus dated 4 August 2020 (the "Prospectus"). Notifications of allocated Offer Shares in the Subsequent Offering and the corresponding amount to be paid by each subscriber will be set out in a separate letter to each subscriber. The allocation letters are expected to be sent during the course of today, on 21 August 2020. The deadline for payment for the Offer Shares is 24 August 2020, in accordance with the payment instructions set out in the Prospectus and application form.
The Subsequent Offering was fully underwritten by STAR Spike Limited ("STAR"), CSI Beteiligungsgesellschaft mbH and associated parties ("CSI"), and Pilgrim Global ICAV ("Pilgrim", and jointly with STAR and CSI, the "Underwriters") pursuant to the underwriting agreement dated 29 July 2020. The Underwriters are entitled to 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 (the "Second Underwriting Commission Shares") with a nominal value of NOK 1.00, issued at a subscription price of NOK 1.00 per share.
STAR will receive 686,000 Second Underwriting Commission Shares and will hold 91,601,254 shares in the Company, which represents 23.23% of the Company's shares and voting rights. CSI will receive 462,000 Second Underwriting Commission Shares and will hold 50,107,410 shares in the Company, which represents 12.71% of the Company's shares and voting rights. Pilgrim will receive 252,000 Second Underwriting Commission Shares and will hold 19,905,419 shares in the Company, which represents 5.05% of the Company's shares and voting rights.
The Offer Shares and the Second Underwriting Commission Shares may not be transferred or traded until they are fully paid and the share capital increase pertaining to the Subsequent Offering and the Second Underwriting Commission Shares have been registered with the Norwegian Register of Business Enterprises. The share capital increase regarding the Subsequent Offering is expected to be registered on or about 31 August 2020, subject to timely payment of the Offer Shares. The Offer Shares are expected to be delivered to the subscribers' respective VPS accounts and be listed and tradable on the Oslo Stock Exchange on or about 31 August 2020.
Following the issuance of the Offer Shares and the Second Underwriting Commission Shares, the Company's share capital will be NOK 394,256,127 divided into 394,256,127 shares, each with a par value of NOK 1.00.
The following primary insiders or close associates of primary insiders have been allocated Offer Shares in the Subsequent Offering at a subscription price of NOK 1.00 per share:
Senior Vice President Tobias Junge has been allocated 23,698 Offer Shares in the Subsequent Offering. Following completion of the Subsequent Offering, Tobias Junge will hold 26,448 shares in the Company, which represents 0.01% of the Company's shares and voting rights.
Primary insiders in the Company who have subscribed for Offer Shares in the Subsequent Offering through nominee custodians will issue separate notifications of allocation of Offer Shares once such allocations have been made known to them.
Advisors:
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. 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 ir@mpc-container.com.
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.
Important Notice:
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.