NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, JAPAN,
HONG KONG, SOUTH KOREA, OR ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
Oslo, 21 January 2025
Reference is made to the stock exchange announcement published on 19 December
2024 regarding the agreement with Blue Northern BLK Ltd ("Blue Northern" or the
"Offeror") for the Offeror to, subject to certain conditions, launch a
recommended voluntary cash tender offer for all issued and outstanding shares
(the "Shares") in Belships ASA ("Belships" or the "Company") at a price of NOK
20.50 per share (the "Offer"). The Offer is unanimously recommended by the board
of directors of the Company (the "Board").
The offer document for the Offer (the "Offer Document") was approved by the Oslo
Stock Exchange in its capacity as take-over supervisory authority today, 21
January 2025. The Offer is only capable of being accepted pursuant to the Offer
Document. The Offer Document will be sent to the Company's shareholders with
known addresses registered in the Company's shareholder register in Euronext
Securities Oslo, the central securities depository in Norway (the "VPS"), as of
the date hereof, in jurisdictions where the Offer Document may be lawfully
distributed. Subject to regulatory restrictions in certain jurisdictions, the
Offer Document is also available at the following webpage:
https://www.abgsc.com/transactions and may be obtained free of charge during
ordinary business hours at the offices of the receiving agent, ABG Sundal
Collier ASA, Ruseløkkveien 26, 0251 Oslo, Norway.
The offer period for the Offer will commence tomorrow, 22 January 2025, and will
expire at 16:30 CET on 20 February 2025, subject to any extensions at the sole
discretion of the Offeror (the "Offer Period"). The terms and conditions of the
Offer, including procedures for how to accept the Offer, are set out in the
Offer Document.
Key Terms of the Offer:
* Offer Price: NOK 20.50 per Share, subject to adjustment pursuant to the
terms and conditions of the Offer.
* Offer Period: From 22 January 2025 to and including 20 February 2025 at
16:30 (CET), subject to any extensions at the sole discretion of the
Offeror. The Offer Period will in no event be extended beyond 16:30 CET on
31 March 2025.
* Receiving Agent: ABG Sundal Collier ASA
The Offer Price represents:
* A premium of 29.4% to the closing trading price for the Shares on 19
December 2024 of NOK 15.84;
* A premium of 19.4% to the volume weighted average share price since the
Company's announcement regarding a strategic review on 26 November 2024 of
NOK 17.16; and
* A premium of 17.2% to the thirty (30) days' volume weighted average share
price adjusted for dividend up to and including 18 November 2024 of NOK
17.49.
Nordea Corporate Finance, part of Nordea Bank Abp, filial i Norge, has provided
an independent expert statement in accordance with Section 6-16 of the Norwegian
Securities Trading Act of 29 June 2007 No. 75 (the "Norwegian Securities Trading
Act"), which states that, on the basis of the fairness opinion dated 18 December
2024, the Offer is fair from a financial point of view. The independent expert
statement is included in the Offer Document.
Shareholders, including members of the Board and the executive management of the
Company, who collectively own 172,966,654 Shares representing 68.43% of the
Company's issued and outstanding share capital (excluding treasury shares owned
by the Company), have given irrevocable undertakings to accept the Offer in
respect of their Shares. For more information on the pre-acceptance
undertakings, please refer to Section 3.4 (Pre-Acceptances) of the Offer
Document.
About Belships
Belships was founded in 1918 and is a shipowner and operator of geared bulk
carriers with a modern fleet of Ultramax vessels. Belships provides shipping
transportation services in a global market with customers and partners in all
parts of the world. The business is managed from the Company's office in Oslo.
About the Offeror and EnTrust
The Offeror is a special purpose vehicle incorporated for the purpose of
launching the Offer and was formed by funds managed by the Blue Ocean maritime
investment team at EnTrust Global ("EnTrust").
EnTrust is a global alternative asset manager with over 500 institutional
clients worldwide. EnTrust is headquartered in New York and London, with 11
offices globally, and provides alternative investment solutions through
commingled funds and customized funds-of-one, with a focus on opportunistic
credit, transportation finance, and energy transition strategies.
EnTrust's Blue Ocean maritime investment platform is one of the leading
investors solely dedicated to the ocean industries, and has deployed and
committed approximately $5.0 billion into credit and equity investments since
inception in 2017.
Advisors
Fearnley Securities AS is acting as financial advisor to the Company in
connection with the Offer. Wikborg Rein Advokatfirma AS is acting as legal
advisor to the Company in connection with the Offer.
ABG Sundal Collier ASA is acting as financial advisor to the Offeror and its
affiliates in connection with the Offer. Advokatfirmaet BAHR AS and Watson
Farley & Williams are acting as legal advisors to the Offeror and its affiliates
in connection with the Offer.
Media Contacts:
Belships
Lars Christian Skarsgård, Chief Executive Officer
Telephone: +47 977 68 061
E-mail: LCS@belships.no
For EnTrust and the Offeror:
Hiltzik Strategies
E-mail: EnTrust@hstrategies.com
***
IMPORTANT INFORMATION
The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions.
When published, the Offer Document and related acceptance forms will not and may
not be distributed, forwarded or transmitted into or within any jurisdiction
where prohibited by applicable law, including, without limitation, Canada,
Australia, New Zealand, South Africa, Hong Kong, South Korea and Japan, or any
other jurisdiction in which such would be unlawful. The Offeror does not assume
any responsibility in the event there is a violation by any person of such
restrictions. Persons in the United States should review "Notice to U.S.
Holders" below. Persons into whose possession this announcement or such other
information should come are required to inform themselves about and to observe
any such restrictions.
This announcement is for information purposes only and is not a tender offer
document and, as such, is not intended to constitute or form any part of an
offer or the solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to the Offer or otherwise.
Investors may accept the Offer only on the basis of the information provided in
the Offer Document. Offers will not be made directly or indirectly in any
jurisdiction where either an offer or participation therein is prohibited by
applicable law or where any tender offer document or registration or other
requirements would apply in addition to those undertaken in Norway.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the Shares are not listed on a
U.S. securities exchange and that Belships is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended
(the "U.S. Exchange Act"), and is not required to, and does not, file any
reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.
The Offer will be made to holders of Shares resident in the United States ("U.S.
Holders") on the same terms and conditions as those made to all other holders of
Shares of Belships to whom an offer is made. Any information documents,
including the Offer Document, will be disseminated to U.S. Holders on a basis
comparable to the method that such documents are provided to Belships' other
Shareholders to whom an offer is made. The Offer will be made by the Offeror and
no one else.
The Offer will be made to U.S. Holders pursuant to Section 14(e) and Regulation
14E under the U.S. Exchange Act as a "Tier II" tender offer, and otherwise in
accordance with the requirements of Norwegian law. Accordingly, the Offer will
be subject to disclosure and other procedural requirements timetable, settlement
procedures and timing of payments, that are different from those that would be
applicable under U.S. domestic tender offer procedures and law.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the
Offeror and its affiliates or brokers (acting as agents for the Offeror or its
affiliates, as applicable) may from time to time, and other than pursuant to the
Offer, directly or indirectly, purchase or arrange to purchase, Shares or any
securities that are convertible into, exchangeable for or exercisable for such
Shares outside the United States during the period in which the Offer remains
open for acceptance, so long as those acquisitions or arrangements comply with
applicable Norwegian law and practice and the provisions of such exemption. To
the extent information about such purchases or arrangements to purchase is made
public in Norway, such information will be disclosed by means of an English
language press release via an electronically operated information distribution
system in the United States or other means reasonably calculated to inform U.S.
Holders of such information. To the extent that the Offeror discloses any
information about any purchases of Shares or any related securities outside of
the tender offer in Norway, it will publicly disclose the same information in
the United States. If the consideration paid by the Offeror or its affiliates in
any transaction after the public announcement of the tender offer is greater
than the tender offer price, the tender offer price shall be increased to match
that price. In addition, the financial advisors to the Offeror may also engage
in ordinary course trading activities in securities of Belships, which may
include purchases or arrangements to purchase such securities.
Neither the SEC nor any securities supervisory authority of any state or other
jurisdiction in the United States has approved or disapproved the Offer or
reviewed it for its fairness, nor have the contents of the Offer Document or any
other documentation relating to the Offer been reviewed for accuracy,
completeness or fairness by the SEC or any securities supervisory authority in
the United States. Any representation to the contrary is a criminal offence in
the United States.