MPCC - Approval of prospectus and offering of shares
Oslo, 19 April 2018, Reference is made to the stock exchange announcement published on 21 March 2018 regarding the approval of MPC Container Ships ASA's (the "Company") application for listing of the Company's shares on Oslo Børs and the stock exchange announcement published on 7 February 2018 regarding the issuance of 11,750,000 shares in the Company in the private placement (the "Private Placement Shares").
Reference is made to the stock exchange announcement published on 21 March 2018 regarding the approval of MPC Container Ships ASA's (the "Company") application for listing of the Company's shares on Oslo Børs and the stock exchange announcement published on 7 February 2018 regarding the issuance of 11,750,000 shares in the Company in the private placement (the "Private Placement Shares").
The Financial Supervisory Authority of Norway has approved a prospectus dated 19 April 2018 (the "Prospectus") for (i) the listing of the Private Placement Shares on Oslo Axess, (ii) the subsequent listing of all of the Company's shares on Oslo Børs (the "Listing") and (iii) the offering of up to 75,000 existing shares in the Company to the public in Norway (the "Offering").
The Private Placement Shares have since their issuance been temporary listed on Merkur Market with the ticker code "MPCB-ME" and registered on the separate ISIN number 0010816002. As a consequence of the approval of the Prospectus, the Private Placement Shares will become tradable on Oslo Axess with the ticker code "MPCC" and placed on the Company's ordinary ISIN number 0010791353 from and including 20 April 2018. The last day of listing of the Private Placement Shares on Merkur Market will be today, 19 April 2018. The Private Placement Shares will be admitted to trading on Oslo Børs in connection with the Listing.
Trading in the Company's shares on Oslo Børs is expected to commence on or about 3 May 2018 at 09:00 hours (CET) under the ticker code "MPCC".
The Offering will comprise of up to 75,000 existing shares in the Company (the "Offer Shares") offered by CSI Beteiligungsgesellschaft mbH (the "Selling Shareholder") to the public in Norway. The primary purpose of the Offering is to invite a broader group of investors to purchase shares in the Company and to obtain at least 500 shareholders at the first day of listing on Oslo Børs, as required by Oslo Børs.
Each investor will be offered to subscribe for 250 Offer Shares at an offer price of NOK 44 per Offer Share or the closing price on 27 April 2018 less a discount of NOK 3 per Offer Share, whichever is lower, but in no event lower than NOK 40 per Offer Share. No allocations can be made for any other number of Offer Shares than 250 Offer Shares. Multiple applications from the same applicant in the Offering will be treated as one application.
The Offering will not comprise of any new shares in the Company.The aggregate proceeds to the Selling Shareholder, if the Offer Shares are fully applied for, will amount to approximately up to NOK 3.3 million. The Selling Shareholder currently holds 13.43% of the Company's shares and will retain a shareholding in the Company of at least 13.33% following the Offering assuming that the maximum number of Offer Shares are subscribed for in the Offering.
The application period for the Offering will commence on 20 April 2018 at 09:00 hours (CET) and close at 16:30 hours (CET) on 27 April 2018 (the "Application Period"). The Application Period may be shortened or extended.
The terms for the Offering are further set out in the Prospectus. The Prospectus, including the application form, will be available, subject to regulatory restrictions in certain jurisdictions, from 20 April 2018 at www.mpc-container.com, www.dnb.no/emisjoner and www.fearnleysecurities.no. Hard copies of the Prospectus may also be obtained free of charge at the business office of the Company.
DNB Markets, a part of DNB Bank ASA, and Fearnley Securities AS are acting as managers for the Offering and the Listing (the "Managers"). Advokatfirmaet Wiersholm AS is acting as legal advisor to the Company. For further queries, please contact: email@example.com
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 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 Australian, Canadian, Japanese, South African or United States 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 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 communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
This announcement is an advertisement and does not constitute a prospectus for the purposes of Directive 2003/71/EC (as amended, together with any applicable implementing measures in any Member State, the "Prospectus Directive"). In any EEA Member State that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. 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 Managers are acting exclusively for the Company and the Selling Shareholder, and no one else in connection with the Listing and the Offering, and assume no responsibility for this announcement. Neither the Managers or any of their 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.