Belships

Share Issue/Capital Change • Jun 27, 2019

BELSHIPS ASA – Resolution to increase the share capital in connection with the subsequent offering

BELSHIPS ASA – Resolution to increase the share capital in connection with the subsequent offering

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.

BELSHIPS ASA - Resolution to increase the share capital in connection with the

subsequent offering

Reference is made to the stock exchange announcement by Belships ASA ("Belships"

or the "Company") on 29 May 2019 regarding the successfully completed private

placement raising gross proceeds of NOK 72.6 million (the "Private Placement")

and the stock exchange announcement on 29 May 2019 regarding key information

relating to the repair issue 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").

Reference is further made to the annual general meeting held on 23 May 2019 at

which the general meeting of the Company authorised the board of directors to

increase the share capital of the Company o of up to NOK 175,000,000. Pursuant

to this authorisation, the board of directors has today resolved to increase the

share capital by up to NOK 3,206,256 in connection with the Subsequent

Offering.

The Subsequent Offering is subject to approval by the Financial Supervisory

Authority of Norway of the prospectus (the "Prospectus") which has been prepared

in connection with the listing of 17,755,344 new shares in the Company, each

with a par value of NOK 2.00, issued as consideration to certain sellers of

vessels acquired by Belships in April 2019 at a subscription price of NOK 7.00

per share, the Private Placement and the Subsequent Offering. It is expected

that the Prospectus will be approved by the Financial Supervisory Authority of

Norway on 27 June 2019 and that the subscription period for the Subsequent

Offering is from and including Friday 28 June 2019 until Friday 12 July 2019 at

16:30 hours (CET).

Shareholders in the Company as of 28 May 2019, as registered in the VPS on 31

May 2019, who were not allocated shares in the Private Placement and who are not

resident in a jurisdiction where such offering would be unlawful or, for

jurisdictions other than Norway, would require any prospectus, filing,

registration or similar action is granted non-transferable subscription rights

that, subject to applicable law, provide preferential rights to subscribe for,

and be allocated, Offer Shares at the Subscription Price.

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 lcs@belships.no.

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.