Hamilton, Bermuda, March 27, 2023
On 20 March 2023, Himalaya Shipping Ltd. ("Himalaya" or the "Company") announced
that it would change the company's registration form in Euronext Securities Oslo
(the "VPS") to prepare its corporate infrastructure for its announced listing on
NYSE.
To facilitate transfer of shares between NYSE and Euronext Expand, the Company
will amend the registration structure for its shares whereby all shares will be
primarily held and settled within the Depository Trust Company ("DTC") in the
United States and secondarily held and settled in Euronext Securities Oslo (the
"VPS") through a Central Securities Depository ("CSD") link (the "Conversion").
Following the Conversion, the Company's shares will be able to be moved between
the DTC and VPS to enable trading between the respective trading venues once the
Company's shares are listed on NYSE. A trading suspension in the Company's
shares will be required for a period of time in connection with the Conversion,
expected to be two trading days, and the Company will make a request to Oslo
Børs to approve such suspension. No action will be required by an investor
holding shares in the VPS in connection with the Conversion and investors'
registered holdings in the VPS will continue.
The Company's shares will continue to trade under the same ISIN as today
(BMG4660A1036) but change its ticker on Euronext Expand to "HSHP".
The Conversion is expected to be completed during the period March 28, 2023, to
March 29, 2023. Due to technical settlement requirements in the VPS, a trading
suspension in the Company's shares will be required at least from and including
March 28, 2023, to and including March 29, 2023 and possibly March 30, 2023. The
Company will make a request to Oslo Børs to approve the trading suspension prior
to implementation of the Conversion. During the trading suspension, the
Company's shares will be temporarily suspended from trading on Euronext Expand.
From the perspective of an investor holding the Company's shares in the VPS, the
last settlement cycle for shares traded prior to the trading suspension will
take place on March 29, 2023. Investors trading in the Company's shares prior to
the start of the trading suspension should not agree to settlement periods that
would imply settlement after March 29, 2023. Any such trades with settlement
after March 29, 2023, are expected to be cancelled.
Following completion of the Conversion, the trading suspension will end, and the
Company's shares will resume trading as normal, which is expected to occur from
and including the start of trading on March 30 or 31, 2023. The Company's shares
will then trade under the new ticker "HSHP". The Company will announce when the
trading on Euronext Expand will resume.
Following completion of the Conversion, the Company's shares will be registered
in the Company's Register of Members in Bermuda in the name of DTC's nominee,
Cede & Co. and DTC will act as the primary securities depository for the shares.
All shares in the Company will be primarily recorded in the DTC and secondarily
recorded in the VPS through a CSD link. DNB Bank ASA, Registrars' Department
(the "VPS Registrar") will continue to administrate the Company's VPS register.
A registration statement relating to the new shares has been filed with the SEC,
but has not yet become effective. The new shares may not be sold nor may offers
to buy be accepted prior to the time the registration statement becomes
effective. The offering of new shares will be made only by means of a
prospectus. Copies of the preliminary prospectus may be obtained, when
available, from: the SEC at www.sec.gov, and from: DNB Markets, Inc., Attn:
Compliance Department, by telephone: 212-681-3800, or by email at:
compliance.marketsinc@dnb.no.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy these securities in any state or jurisdiction including the
United States. Securities may not be offered or sold in the United States absent
registration or an exemption from registration. Any offers, solicitations or
offers to buy, or any sales of new shares in the United States will be made in
accordance with the registration requirements of the Securities Act of 1933
including by means of a prospectus that may be obtained from Himalaya that will
contain detailed information about the Company and management, as well as
financial statements; and if made in any other state or jurisdiction will be
made in accordance with the securities laws of any such state or jurisdiction.
This press release shall not constitute an offer to subscribe to or a
solicitation of an offer to subscribe to securities in any member state within
the European Economic Area ("EEA") in which such offer or solicitation is
unlawful, unless in reliance upon applicable EEA prospectus exceptions, whereby
no EEA prospectus, registration or similar action would be required within EEA.
About Himalaya Shipping Ltd.:
Himalaya Shipping Ltd. is an independent bulk carrier company, incorporated in
Bermuda. Himalaya Shipping has two vessels in operation and ten Newcastlemax dry
bulk vessels under construction at New Times Shipyard in China. The remaining
newbuildings are expected to be delivered by July 2024.
For further information, please contact:
Herman Billung, Contracted CEO
Telephone +47 918 31 590
Forward Looking Statements
This announcement includes forward looking statements. Forward looking
statements are, typically, statements that do not reflect historical facts and
may be identified by words such as "anticipate", "believe", "continue",
"estimate", "expect", "intends", "may", "should", "will" and similar
expressions, and include statements relating to the Conversion, including an
expected suspension of trading and the expected timing thereof, our business and
other non-historical statements. The forward-looking statements in this
announcement are based upon various assumptions, many of which are based, in
turn, upon further assumptions, which are, by their nature, uncertain and
subject to significant known and unknown risks, contingencies and other factors
which are difficult or impossible to predict and which are beyond our control.
Such risks, uncertainties, contingencies and other factors could cause actual
events to differ materially from the expectations expressed or implied by the
forward-looking statements included herein. As a result, you are cautioned not
to place undue reliance on any forward-looking statements which speak only as of
the date of this press release. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise unless required by law.