Share Issue/Capital Change • Mar 18, 2019
Share Issue/Capital Change
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Songa Bulk ASA – Information regarding further distributions of Star Bulk Consideration Shares
Reference is made to previous stock exchange announcements from Songa Bulk ASA ("Songa" or the "Company") regarding the distributions of the Consideration Shares in Star Bulk Carriers Corp. (OSE: S-BULK, "Star Bulk").
All distributions of Consideration Shares have been subject to the relevant Songa shareholders submitting the Representation and Warranties letter ("R&W Letter"). Shareholders who have not submitted the R&W Letter have not received any distribution of Consideration Shares (or the cash alternative).
Under the terms of the Sale and Purchase Agreement entered into with Star Bulk, Songa has the option to transfer any undistributed Consideration Shares to Star Bulk. Songa has today exercised such option, and as a consequence Songa will:
(i) sell 6,971 Consideration Shares back to Star Bulk against a consideration of USD 92,767.85; and
(ii) transfer 6,607 Consideration Shares to Star Bulk. Songa will not receive cash consideration for such Consideration Shares, but Star Bulk has irrevocably assumed the obligation to deliver the 6,607 (or any corresponding cash alternative) to the relevant shareholders in Songa upon receipt of the R&W Letter and pursuant to the terms and conditions of the Sale and Purchase Agreement.
As a consequence Songa will no longer hold Consideration Shares on behalf of the Songa shareholders who have not submitted the R&W Letter. Songa shareholders who are entitled to receive Consideration Shares (or the cash alternative) must exercise such right towards Star Bulk by contacting and delivering a duly completed R&W Letter to Star Bulk at [email protected]
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