NOT FOR DISTRIBUTION, PUBLICATION 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, 21 August 2020 - Reference is made to the stock exchange announcements by
MPC Container Ships ASA (the "Company") on 6 August 2020 and 20 August 2020,
respectively, regarding the subsequent offering of 35,000,000 new shares (the
"Offer Shares"), each with a par value of NOK 1.00, at a subscription price of
NOK 1.00 per share (the "Subsequent Offering").
The subscription period in the Subsequent Offering expired at 16:30 hours (CEST)
on 20 August 2020, and the final results show that the Company has received
valid subscriptions for a total of 35,000,000 Offer Shares. Hence, 35,000,000
Offer Shares will be issued in the Subsequent Offering.
The allocation of Offer Shares in the Subsequent Offering has today been
completed based on the allocation criteria set out in the Company's prospectus
dated 4 August 2020 (the "Prospectus"). Notifications of allocated Offer Shares
in the Subsequent Offering and the corresponding amount to be paid by each
subscriber will be set out in a separate letter to each subscriber. The
allocation letters are expected to be sent during the course of today, on 21
August 2020. The deadline for payment for the Offer Shares is 24 August 2020, in
accordance with the payment instructions set out in the Prospectus and
application form.
The Subsequent Offering was fully underwritten by STAR Spike Limited ("STAR"),
CSI Beteiligungsgesellschaft mbH and associated parties ("CSI"), and Pilgrim
Global ICAV ("Pilgrim", and jointly with STAR and CSI, the "Underwriters")
pursuant to the underwriting agreement dated 29 July 2020. The Underwriters are
entitled to an underwriting commission of 4% of the respective Underwriter's
underwriting commitment. The underwriting commission shall be settled by the
issuance of 1,400,000 new shares (the "Second Underwriting Commission Shares")
with a nominal value of NOK 1.00, issued at a subscription price of NOK 1.00 per
share.
STAR will receive 686,000 Second Underwriting Commission Shares and will hold
91,601,254 shares in the Company, which represents 23.23% of the Company's
shares and voting rights. CSI will receive 462,000 Second Underwriting
Commission Shares and will hold 50,107,410 shares in the Company, which
represents 12.71% of the Company's shares and voting rights. Pilgrim will
receive 252,000 Second Underwriting Commission Shares and will hold 19,905,419
shares in the Company, which represents 5.05% of the Company's shares and voting
rights.
The Offer Shares and the Second Underwriting Commission Shares may not be
transferred or traded until they are fully paid and the share capital increase
pertaining to the Subsequent Offering and the Second Underwriting Commission
Shares have been registered with the Norwegian Register of Business Enterprises.
The share capital increase regarding the Subsequent Offering is expected to be
registered on or about 31 August 2020, subject to timely payment of the Offer
Shares. The Offer Shares are expected to be delivered to the subscribers'
respective VPS accounts and be listed and tradable on the Oslo Stock Exchange on
or about 31 August 2020.
Following the issuance of the Offer Shares and the Second Underwriting
Commission Shares, the Company's share capital will be NOK 394,256,127 divided
into 394,256,127 shares, each with a par value of NOK 1.00.
The following primary insiders or close associates of primary insiders have been
allocated Offer Shares in the Subsequent Offering at a subscription price of NOK
1.00 per share:
Senior Vice President Tobias Junge has been allocated 23,698 Offer Shares in the
Subsequent Offering. Following completion of the Subsequent Offering, Tobias
Junge will hold 26,448 shares in the Company, which represents 0.01% of the
Company's shares and voting rights.
Primary insiders in the Company who have subscribed for Offer Shares in the
Subsequent Offering through nominee custodians will issue separate notifications
of allocation of Offer Shares once such allocations have been made known to
them.
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 and
the Subsequent Offering.
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.