The Board of Directors of Songa Bulk ASA (the "Company" or "Songa") resolved on 10 September 2018 to call for an extraordinary general meeting in order to propose an extraordinary dividend distribution corresponding to the fair market value of the 702,985 remaining consideration shares in Star Bulk Carriers Corp. ("Star Bulk") (the "Consideration Shares"). Reference is made to the notice to the extraordinary general meeting in the Company announced today.
- Dividend amount: corresponds to the fair market value of the 702,985 Consideration Shares. The fair market value of the Consideration Shares will be set to the Star Bulk share price at close of trading on Nasdaq on the trading day immediately preceding the date of the extraordinary general meeting (i.e. 2 October 2018).
- Declared currency: USD
- Last day including right: 3 October 2018
- Ex-date: 4 October 2018
- Record date: 5 October 2018
- Payment date: 17 October 2018 to shareholders that have completed and submitted the Representations and Warranties Letter prior to 16.30 p.m. on 12 October 2018. Dividend payment to shareholders that have not completed and submitted the Representations and Warranties Letter prior to such date, will be made successively and communicated to the market in due course.
New shareholders in Songa and Songa shareholders who have not previously completed and submitted the Representations and Warranties Letter are, regardless of nationality and place of residence, requested to send a completed version of the attached Representations and Warranties Letter to Clarksons Platou Securities AS (songa@clarksons.com).
- Date of approval: Extraordinary general meeting to be held on 3 October 2018
Further information
Only Songa Shareholders that are non-US persons or U.S. accredited investors are eligible to receive Consideration Shares as dividend in kind from Songa. Any Songa Shareholder who is not an eligible shareholder will receive cash-in-lieu of the Consideration Shares in an amount equivalent to the distribution amount per Songa Share.
The Company has approximately NOK 64.5 million in paid-in capital. For tax purposes, the extraordinary dividend will as far as permitted be treated as a repayment of paid-in capital. Dividend amount exceeding this will be treated as a dividend for tax purposes by the Company.
This information is published in accordance with the requirements of the Continuing Obligations of Oslo Børs.
The Consideration Shares will not be registered under the US Securities Act of 1933, as amended (the
"Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act. The Consideration Shares are considered restricted securities for U.S. law purposes and in general, cross-border trades or any trades of the Consideration Shares on Nasdaq will not be possible for the six-month period starting from the date of the distribution (the "U.S. Restriction"). After the six-month period, the shares will be freely tradable on Nasdaq in compliance with the U.S. securities laws.
This notice does not constitute an offer to sell or the solicitation of any offer to buy any securities of Star Bulk or any other entity. Any offering of securities would be made pursuant to separate documentation and any such securities would not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
For further information, please contact:
Thomas Rønningen
tr@blystad.no
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.