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Belships

M&A Activity Jul 6, 2018

3553_rns_2018-07-06_fa88f9fb-65c5-4937-be21-a2013c2bb6ea.html

M&A Activity

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Belships ASA : Conclusion of strategic process

Belships ASA : Conclusion of strategic process

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

"Company") on 24 April 2018 regarding the Company's first quarter results where

it was informed that the Company's largest shareholder, Sonata AS ("Sonata"),

was reviewing its long-term ownership. On this basis the Board of Directors in

the Company has evaluated different strategic alternatives for the Company,

together with its financial advisor ABG SundalCollier.

This process has now been completed. Sonata AS has accepted an offer from

Kontrari AS and Kontrazi AS (together "Kontrari") relating to a contemplated

sale of 14,285,714 shares (30.2%) in the Company from Sonata to Kontrari and a

subsequent merger between Kontrari's subsidiaries (as mentioned below) and

subsidiaries of Belships with consideration in Belships shares (the

"Transaction"). Sonata AS has in this respect entered into a process agreement

governing the necessary steps in order to complete the Transaction. The Board of

Directors believes the Transaction will be in the best interest of all the

shareholders and the Company. The Board of Directors will initiate and support

the necessary steps as set out in the process agreement with the aim to effect a

merger, including but not limited to performing due diligence and negotiating a

merger plan.

Kontrari are holding companies that directly and indirectly own 80% of the

shares in Lighthouse Shipholding AS ("LSH I"), that owns five ultramax dry bulk

carriers, and 82.5% of the shares in Lighthouse Shipholding II AS ("LSH II")

that owns four supramax dry bulk carriers. Kontrari also own 50.01% of the

shares in the supramax operator Lighthouse Navigation Pte. Ltd. ("LHN").

Following the Transaction the combined entity will consist of 16 ships and

immediately enhance its flexibility and create opportunities to expand its

charter contract portfolio. The earnings potential and liquidity in the shares

are expected to increase significantly.

The process agreement sets out the further process and conditions for the

completion of the Transaction. The Transaction will consist of two steps: (i)

the acquisition of 14,285,714 Belships shares by Kontrari for a cash

consideration of NOK 7.00 per share, implying a total purchase price of NOK

100,000,000, and (ii) mergers between the holding companies of LSH I, LSH II and

LHN and wholly owned subsidiaries of Belships with consideration in newly issued

Belships shares. The Transaction is subject to several conditions, inter alia

necessary regulatory and third party approvals, approval from the Company's

general meeting, satisfactory due diligence and the parties entering into  final

transaction agreements. Following completion of the Transaction, the number of

shares in Belships will increase from 47,352,000 up to 175,951,497 of which

Kontrari will hold 68.86% while Sonata will hold 9.92%.

The Transaction is expected to close in 4Q 2018.

This information is subject to the disclosure requirements set out in sections

5-2 and 5-12 in the Norwegian Securities Trading Act.

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