NOT FOR DISTRIBUTION 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, 13 February 2020 - MPC Container Ships ASA ("MPCC" or the "Company") has
retained Fearnley Securities AS as manager and bookrunner (the "Manager") to
assist the Company with a private placement of 7,250,000 new shares with gross
proceeds of NOK 125 million (the "Private Placement"). The Private Placement
will be directed towards Norwegian and international investors, in each case
subject to and in compliance with applicable exemptions from relevant
prospectus, filing and registration requirements. The amount of the Private
Placement may be adjusted subject to investor demand without further notice.
The Company has prepared an investor presentation in connection with the Private
Placement which includes a company update and certain preliminary FY 2019
financial figures. The investor presentation is attached hereto.
The subscription price will be fixed at NOK 17.25 per share (the "Subscription
Price").
The net proceeds from the Private Placement will be used towards general
corporate purposes.
In connection with the Private Placement, the Company has entered into an
underwriting agreement with the following shareholders of the Company: Star
Spike Ltd. (a fund managed by STAR Capital Partnership LLP), CSI
Beteiligungsgesellschaft mbH and Pilgrim Global ICAV, which own 19.40%, 13.04%
and 3.48% of the Company's outstanding shares, respectively (the
"Underwriters"). The Underwriters have agreed to underwrite the subscription of
NOK 125 million of shares to be offered in the Private Placement at a price
equal to the Subscription Price in the Private Placement. The Underwriters will
receive an underwriting fee equalling 2% of the Subscription Price for the new
shares allocated to the Underwriters above their pro-rata ownership.
The application period for the Private Placement will commence today, 13
February 2020 at 16:30 CET and is expected to close on 14 February 2020 at 08:00
CET (the "Application Period"). The Company may, together with the Manager, at
their own discretion, extend or shorten the Application Period at any time and
for any reason. The minimum order in the Private Placement has been set to the
number of shares that equals an aggregate purchase price of the NOK equivalent
of EUR 100,000. The Company may, at its sole discretion, allocate an amount
below EUR 100,000 to the extent applicable exemptions from the prospectus
requirement pursuant to applicable regulations, including the Norwegian
Securities Trading Act and ancillary regulations, are available.
The allocation of new shares in the Private Placement will be made at the
discretion of the Company's Board of Directors (the "Board") in consultation
with the Manager. Completion of the Private Placement is subject to approval by
the Board and an extraordinary general meeting in the Company (the "EGM"). The
EGM is scheduled to be held on or about 9 March 2020. Investors being allocated
shares in the Private Placement and who hold shares in the Company as of the
date of the EGM undertake to vote in favour of the Private Placement at the EGM.
The Private Placement will be cancelled if the above-mentioned conditions are
not fulfilled or waived.
In connection with the Private Placement, the Board has resolved to set aside
the pre-emptive rights of the existing shareholders. The Board considers this to
be in the best interests of the Company and the shareholders since it will allow
the Company to raise capital more efficiently than a rights offering would
allow.
Delivery of the new shares will take place on or about 13 March 2020, subject to
full and timely payment having been received for such shares and the approval of
the Private Placement by the EGM and subsequent registration of the share
capital increase in the Norwegian Register of Business Enterprises. Once
registered, the new shares issued in the Private Placement will be admitted to
trading on Oslo Børs under the Company's existing ISIN.
Further information and contact:
ir@mpc-container.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.
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 Manager is acting exclusively for the Company and no one else in connection
with the Private Placement and assume no responsibility for this announcement.
Neither the Manager or any of its 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.