Belships

Share Issue/Capital Change • Mar 9, 2021

Belships ASA: Successfully Completed Private Placement

Belships ASA: Successfully Completed Private Placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER

JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

Oslo, 9 March 2021

Reference is made to the stock exchange notice released by Belships ASA (OSE:

BEL; "Belships" or the "Company") on 9 March 2021 regarding a contemplated

private placement (the "Private Placement") of up to 20 million new shares in

the Company. The Private Placement took place through an accelerated

bookbuilding process after close of market today, on 9 March 2021.

The Company is pleased to announce that the Private Placement has been

successfully completed and that it has raised NOK 140 million (equivalent to

approx. USD 17 million) through the allocation of 20,000,000 shares (the "Offer

Shares") at a subscription price of NOK 7.00 per share. The allocation and

completion of the Private Placement has been resolved by the Company's Board of

Directors pursuant to an authorisation granted by the Company's general meeting

held 14 May 2020.

Arctic Securities AS and Pareto Securities AS (the "Managers") acted as Joint

Lead Managers and Bookrunners for the Private Placement. The book was composed

of high quality private and institutional investors. Through the completion of

the Private Placement, the company has successfully expanded its shareholder

base and increased the tradeable free float of the Belships share.

"We are pleased to have concluded another important transaction with the aim of

further expansion. We see lots of potential for our company and we will continue

to execute on our growth strategy which we believe will lead to increased

profitability," said Belships' CEO, Lars Christian Skarsgård.

The Offer Shares allocated in the Private Placement will be delivered on or

about 12 March 2021 on a DVP (Delivery versus Payment) basis. Subscribers will

receive existing and unencumbered shares in the Company already listed on the

OSE pursuant to a share lending agreement between the Company, Arctic Securities

AS (in its capacity as settlement manager), and Kontrari AS, and the shares will

be tradeable upon allocation. The shares borrowed for settlement of the Private

Placement will be redelivered to the share lenders in the form of new shares in

the Company and will be listed on the Oslo Stock Exchange following registration

of the share capital increase in the Norwegian Register of Business Enterprises.

The subscription by the following persons in the Private Placement is regarded

as PDMR trades under the Market Abuse Regulation (EU) No 596/2014 ("MAR"):

*  Peter Frølich, Chairman was allocated 25,000 Offer Shares

*  Frode Teigen, Board Member was allocated 5,000,000 Offer Shares

*  Carl Erik Steen, Board Member was allocated 100,000 Offer Shares

*  Sonata AS (Sverre Tidemand) was allocated 285,714 Offer Shares

*  AS Torinitamar (Lars Christian Skarsgård, CEO) was allocated 50,000 Offer

Shares

Detailed information on the PDMR trades will be disclosed separately.

Following registration of the of the new share capital pertaining to the Private

Placement, the company will have 248,175,404 shares outstanding, each with a par

value of NOK 2.

Completion of the Private Placement entails a deviation from the existing

shareholders' pre-emptive rights to subscribe for and be allocated new shares

and the equal treatment obligations under the Norwegian Securities Trading Act

and Oslo Børs' Circular no. 2/2014, and the Board is of the opinion that the

proposed Private Placement is in compliance with these requirements. The Board

has carefully considered such deviation and has resolved that the Private

Placement is in the best interests of the Company and its shareholders. In

reaching this conclusion the board of directors has, inter alia, considered the

implications of an underwritten rights issue, alternative financing sources, the

dilutive effect of the share issue, the prevailing market conditions, the

investor interest in the transaction and development of the Company enabled by

securing the new equity. The Board also notes that the Private Placement has

been publicly announced, and the equity is raised with a significantly lower

completion risks compared to a rights issue.

No subsequent offering is contemplated as a consequence of this Private

Placement.

For further information, please contact:

Lars Christian Skarsgård, Belships CEO,

Phone +47 977 68 061 or e-mail LCS@belships.no (mailto:LCS@belships.no), or

Osvald Fossholm, Belships CFO

Phone +47 908 87 393 or e-mail osvald.fossholm@belships.no

(mailto:osvald.fossholm@belships.no)

This information is considered to be inside information pursuant to MAR and is

subject to the disclosure requirements pursuant to Section 5-12 the Norwegian

Securities Trading Act. This stock exchange announcement was published by Osvald

Fossholm, CFO at Belships ASA, on 9 March 2021 at 23:00 CET.

Important information: The release is not for publication or distribution, in

whole or in part directly or indirectly, in or into Australia, Canada, Japan or

the United States (including its territories and possessions, any state of the

United States and the District of Columbia). This release is an announcement

issued pursuant to legal information obligations, and is subject of the

disclosure requirements pursuant to section 5-12 of the Norwegian Securities

Trading Act. It is issued for information purposes only, and does not constitute

or form part of any offer or solicitation to purchase or subscribe for

securities, in the United States or in any other jurisdiction. The securities

mentioned herein have not been, and will not be, registered under the United

States Securities Act of 1933, as amended (the "US Securities Act"). The

securities may not be offered or sold in the United States except pursuant to an

exemption from the registration requirements of the US Securities Act.

The Company does not intend to register any portion of the offering of the

securities in the United States or to conduct a public offering of the

securities in the United States. Copies of this announcement are not being made

and may not be distributed or sent into Australia, Canada, Japan or the United

States.

The issue, subscription or purchase of shares in the Company is subject to

specific legal or regulatory restrictions in certain jurisdictions. Neither the

Company nor the Managers assume any responsibility in the event there is a

violation by any person of such restrictions. The distribution of this release

may in certain jurisdictions be restricted by law. Persons into whose possession

this release comes should inform themselves about and observe any such

restrictions. Any failure to comply with these restrictions may constitute a

violation of the securities laws of any such jurisdiction.

The Managers are acting for the Company and no one else in connection with the

Private Placement and will not be responsible to anyone other than the Company

providing the protections afforded to their respective clients or for providing

advice in relation to the Private Placement and/or any other matter referred to

in this release.

Forward-looking statements: This release and any materials distributed in

connection with this release may contain certain forward-looking statements. By

their nature, forward-looking statements involve risk and uncertainty because

they reflect the Company's current expectations and assumptions as to future

events and circumstances that may not prove accurate. A number of material

factors could cause actual results and developments to differ materially from

those expressed or implied by these forward-looking statements.