Share Issue/Capital Change • Jun 28, 2019
Share Issue/Capital Change
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BELSHIPS ASA – Commencement of the subsequent offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, 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
BELSHIPS ASA - Commencement of the subsequent offering
Oslo, 28 June 2019:
Reference is made to the stock exchange announcements from Belships ASA
("Belships" or the "Company") on 29 May 2019 regarding key information relating
to the subsequent offering and listing of up to 1,603,128 new shares, each with
a nominal value of NOK 2.00 (the "Offer Shares") at a subscription price of NOK
7.00 per Offer Share (the "Subscription Price") to be carried out by Belships
(the "Subsequent Offering") and on 27 June 2019 regarding the board of
directors' resolution to increase the share capital in connection with the
Subsequent Offering.
The subscription period for the Subsequent Offering commences at 09:00 hours
(CET) on 28 June 2019 and expires at 16:30 hours (CET) on 12 July 2019 (the
"Subscription Period").
The shareholders of the Company as of 28 May 2019 (and being registered as such
in the Norwegian Central Security Depository (VPS) on 31 May 2019 (the "Record
Date")), and who were not allocated shares in the private placement announced by
the Company on 29 May 2019 and who are not resident in a jurisdiction where such
offering would be unlawful, or for jurisdictions other than Norway, would
require any filing, registration or similar action (the "Eligible
Shareholders"), will be granted non-transferable subscription rights (the
"Subscription Rights") that, subject to applicable law, provide preferential
rights to subscribe for, and be allocated, Offer Shares at the Subscription
Price.
Each Eligible Shareholder will, subject to applicable securities laws, be
granted 0.06889 Subscription Rights for every existing share registered as held
by such Eligible Shareholder as of the Record Date, rounded down to the nearest
whole Subscription Right. Each Subscription Right will, subject to applicable
securities laws, give the right to subscribe for, and be allocated, one Offer
Share in the Subsequent Offering. Over-subscription is permitted, however,
subscription without Subscription Rights is not permitted.
Please note that Subscription Rights that are not used to subscribe for Offer
Shares before the end of the Subscription Period will have no value and will
lapse without compensation to the holder.
A prospectus dated 27 June 2019 (the "Prospectus") prepared in connection with
the Subsequent Offering will, subject to regulatory restrictions in certain
jurisdictions, be available at www.danskebank.com/belships, www.dnb.no/emisjoner
and www.paretosec.comfrom today, 28 June 2019. Hard copies of the Prospectus may
be obtained free of charge at the offices of Belships, Lilleakerv 4, 0283, Oslo,
Norway,or by contacting one of the Managers (defined below).
Following the completion of the Subsequent Offering, and assuming full
subscription, the number of shares outstanding in Belships will increase by
1,603,128 shares to 195,153,958 shares, each with a nominal value of NOK 2.00,
resulting in a total share capital of NOK 390,307,916.
The timetable below provides certain key dates for the Subsequent Offering:
Subscription Period commences 28 June 2019 at 09:00 (CEST
Subscription Period ends 12 July 2019 at 16:30 hours (CEST)
Allocation of the Offer Shares and
distribution of allocation letters Expected on or about 15 July 2019
Payment date 17 July 2019
Delivery of the Offer Shares and listing
and commencement of trading in the Offer
Shares on Oslo Børs Expected on or about 19 July 2019
For further details on the terms of the Subsequent Offering, please see the
Prospectus.
Danske Bank, Norwegian Branch, DNB Markets, a part of DNB Bank ASA, and Pareto
Securities AS are acting as Managers for the Subsequent Offering. Advokatfirmaet
Thommessen AS is acting as legal counsel to the Company.
For further information, please contact Lars Christian Skarsgård, Belships CEO,
phone +47 977 68 061 or e-mail [email protected].
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.
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