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, 20 February 2025
Reference is made to the stock exchange announcement published on 21 January
2025 regarding the launch by Blue Northern BLK Ltd ("Blue Northern" or the
"Offeror") of 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"), as further set out in the offer
document dated 21 January 2025 (the "Offer Document").The initial acceptance
period for the Offer expires at 16:30 CET today, 20 February 2025.
Pursuant to sections 2.7 ("Offer Period") and 2.13 ("Amendments to the offer")
of the Offer Document, the Offeror hereby announces an extension of the
acceptance period for the Offer to 16:30 CET on 7 March 2025.
The Oslo Stock Exchange has in its capacity as take-over authority of Norway
approved the extension of the Offer Period. All terms and conditions of the
Offer as set out in the Offer Document (other than the amendments made pursuant
to this announcement) remain unchanged. The complete terms and conditions for
the Offer, including procedures for how to accept the Offer and detailed
information regarding settlement, are set out in the Offer Document, with the
amended acceptance period as described herein.
As a consequence of the extension of the acceptance period, the settlement of
the Offer will be postponed correspondingly. The Offeror maintains its right to
further extend the acceptance period for the Offer (one or more times) on the
terms and conditions set out in the Offer Document, but not beyond 31 March
2025.
The Offeror will provide an update on the status of received acceptances of the
Offer in a separate stock exchange announcement, which will be published by
09:00 (CET) tomorrow, 21 February 2025.
The Offer is only capable of being accepted pursuant to the Offer Document, and
the complete terms and conditions for the Offer are included in the Offer
Document. The completion of the Offer is subject to certain conditions, as
further set out in section 2.8 ("Conditions for Completion of the Offer") of the
Offer Document. Subject to regulatory restrictions in certain jurisdictions, the
Offer Document is 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.
Advisors
ABG Sundal Collier ASA is acting as financial advisor while Advokatfirmaet BAHR
AS and Watson Farley & Williams are acting as legal advisors to the Offeror and
its affiliates. Fearnley Securities AS is acting as financial advisor while
Wikborg Rein Advokatfirma AS is acting as legal advisor to the Company.
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 does not 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.