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UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT
THE END OF THE PRESS RELEASE.
Oslo, 6 July 2020 - MPC Container Ships ASA ("MPCC" or the "Company") has
retained DNB Markets, a part of DNB Bank ASA, and Pareto Securities AS as
managers (the "Managers") to advise on and carry out a private placement to
raise USD 27.5 million (approximately NOK 260 million) by issuing new shares
(the "Offer Shares") in the Company, each with a nominal value of NOK 1.00 (the
"Private Placement"). The subscription price in the Private Placement will be
NOK 1.00 per share (the "Offer Price"). 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, and subject to other applicable selling restrictions.
Following the outbreak of COVID-19, the Company and its subsidiaries are
experiencing significantly reduced charter rates and utilization of its fleet
due to lower containerized freight volumes globally. These developments are
expected to adversely impact the Company's liquidity and ability to be in
compliance with covenants under some of its loan agreements in the short to mid
-term. The purpose of the Private Placement is to raise capital for general
corporate purposes, including supporting the liquidity in the Company's
subsidiaries, MPC Container Ships Invest B.V. and its subsidiaries, and to
enable the Company to satisfy the conditions for the approvals from its
creditors in the refinancing process. The Company has prepared an investor
presentation in connection with the Private Placement which includes a company
update. The investor presentation is attached hereto.
The minimum application and allocation amount 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 however, at its sole discretion,
allocate amounts below EUR 100,000 to the extent applicable exemptions from the
prospectus requirement in accordance with applicable regulations, including the
Norwegian Securities Trading Act and ancillary regulations, are available.
The following shareholders in the Company have entered into an agreement to
underwrite in the Private Placement for a total amount of USD 27.5 million (the
"Underwriting Agreement"): Star Spike Ltd. (a fund managed by STAR Capital
Partnership LLP) ("STAR"), CSI Beteiligungsgesellschaft mbH ("CSI") and Pilgrim
Global ICAV, which own 19.90%, 12.01% and 4.09% of the Company's outstanding
shares, respectively (the "Underwriters"). The Underwriters are entitled to an
underwriting commission of 4% of the respective Underwriter's underwriting
commitment in the Private Placement in excess of its pro rata portion of the
Private Placement (the "Underwriting Commission"). The Underwriting Commission
shall be settled in full by issuance of new shares to the Underwriters at the
Subscription Price. The Underwriting Agreement is otherwise entered into on
market terms and conditions.
Pursuant to the Underwriting Agreement, and in order for STAR and CSI to satisfy
their Underwriting Commitment, they may subscribe for a convertible loan to the
extent allocation of shares under the Underwriting Agreement otherwise would
have resulted in a total shareholding for STAR and/or CSI, as the case may be,
that would exceed 30% of the total number of shares in the Company following the
Private Placement. The convertible loan may be converted into shares at a
subscription price of NOK 1 and will not carry any interest.
The application period for the Private Placement will commence today, on 6 July
2020 and is expected to close on 9 July 2020 at 12:00 hours (CEST) (the
"Application Period"). The Company may, however, in consultation with the
Managers, at its own discretion, at any time resolve to extend or shorten the
Application Period and for any reason. If the Application Period is shortened or
extended, any dates referred to herein may be amended accordingly.
The allocation of Offer Shares will be made at the sole discretion of the
Company's Board of Directors (the "Board") at the end of the Application Period,
subject to satisfaction of the conditions for completion of the Private
Placement. Allocation will be based on criteria such as (but not limited to),
existing ownership in the Company, timeliness of the application, relative order
size, sector knowledge, investment history, perceived investor quality and
investment horizon. The Board may, at its sole discretion, reject and/or reduce
any applications. The Underwriters have been guaranteed allocation of their pro
rata shareholding of the Private Placement.
Completion of the Private Placement is subject to the following conditions (i)
the approval by the Board and the Company's extraordinary general meeting to be
held on 13 July 2020 (the "EGM") of the Private Placement and the EGM granting
the Board authorisations for the Subsequent Offering (as hereinafter defined)
and for the settlement of the Underwriting Commission as well as for the
issuance of the convertible loan (both as described above), (ii) payment being
received for the Offer Shares allocated, and (iii) registration of the share
capital increase in the Company pertaining to the issuance of Offer Shares with
the Norwegian Register of Business Enterprises.
The Company will announce the results of the Private Placement in a stock
exchange announcement expected to be published before opening of markets on 10
July 2020. Notification of conditional allotment and payment instructions will
be sent to the applicants by the Managers on or about 10 July 2020, subject to
any shortenings or extensions of the Application Period. Payment for the Offer
Shares allocated must take place by 15 July 2020, subject to the instructions
set out in the allocation notice.
The listing of the Offer Shares at the Oslo Stock Exchange is expected to take
place towards the end of July 2020, subject to approval of an offering and
listing prospectus prepared by the Company in relation to the Private Placement
and Subsequent Offering by the Financial Supervisory Authority of Norway (the
"Prospectus"), and the publication of the Prospectus by the Company. Prior to
such listing at the Oslo Stock Exchange, the Offer Shares will be registered and
delivered in the Norwegian Central Securities Depository ("VPS") at a separate
ISIN.
The Board has considered the Private Placement and the underwriting thereof in
light of the equal treatment obligations under the Norwegian Securities Trading
Act and Oslo Børs' Circular no. 2/2014, and is of the opinion that the proposed
Private Placement is in compliance with these requirements. Following careful
considerations, the Board is of the view that it will be in the common interest
of the Company and its shareholders to raise equity capital through a private
placement setting aside the preferential rights of the shareholders. By
structuring the transaction as a private placement, the Company will be in a
position to raise equity capital in an efficient manner, with a significantly
lower completion risks compared to a rights issue. Further, the Underwriting
Agreement reduces the execution risk significantly. In order to reduce a
dilutive effect of the Private Placement, the Company will carry out a
subsequent repair offering at the same subscription price as in the Private
Placement, enabling shareholders to compensate for such dilutive effect of the
Private Placement.
The Subsequent Offering:
Subject to successful completion of the Private Placement, the Company will
conduct a subsequent share offering (the "Subsequent Offering"), which, subject
to applicable securities laws will be directed towards shareholders in the
Company at the time of the completion of the Private Placement, i.e. expected on
9 July 2020 (as registered in the VPS on 13 July 2020 (the "Record Date")) (i)
who are not allocated shares in the Private Placement, (ii) whose pro rata share
of the Private Placement on basis of their shareholding as of 9 July 2020 (as
registered in the VPS on the Record Date) is determined to be less than EUR
100,000, and (iii) who are not resident in a jurisdiction where such offering
would be unlawful, or in a jurisdiction other than Norway which would require
any filing, registration or similar action. The Subsequent Offering is
conditional on (a) completion of the Private Placement, (b) approval of the
Board authorisation for the Subsequent Offering at the EGM, (c) approval and
publication of the Prospectus by the Company. The subscription price in such
Subsequent Offering will be the same as the Subscription Price in the Private
Placement. The eligible shareholders as of 9 July 2020 (as registered in the VPS
on the Record Date) will receive non-transferrable subscription rights based on
their shareholding as of that date in the Subsequent Offering. Oversubscription
with subscription rights is permitted, but subscription without subscription
rights is not permitted. The Subsequent Offering will be underwritten by the
Underwriters at the same terms as for the Private Placement, and accordingly,
any shares in the Subsequent Offering that are not validly subscribed for by
those eligible to participate in the Subsequent Offering shall be allocated to
and subscribed for by the Underwriters.
Advisors:
DNB Markets, a part of DNB Bank ASA, and Pareto Securities AS are engaged as
managers and joint bookrunners in the Private Placement and the Subsequent
Offering. Advokatfirmaet Thommessen AS is acting as legal counsel to the Company
in connection with the Private Placement. Wikborg Rein Advokatfirma AS is acting
as legal advisor to the Managers in connection with the Private Placement.
Further information and contact:
For further information, please contact ir@mpc-container.com.
This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.
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 distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.