Belships

M&A Activity • Jun 13, 2018

BELSHIPS ASA - VOLUNTARY OFFER TO ACQUIRE ALL OF THE OUTSTANDING SHARES IN BELSHIPS ASA BY AS CONSENSIO

BELSHIPS ASA - VOLUNTARY OFFER TO ACQUIRE ALL OF THE OUTSTANDING SHARES IN BELSHIPS ASA BY AS CONSENSIO

BELSHIPS ASA - VOLUNTARY OFFER TO ACQUIRE ALL OF THE OUTSTANDING SHARES IN BELSHIPS ASA BY AS CONSENSIO

Oslo, 13 June 2018. AS Consensio ("Consensio") hereby announces a voluntary cash offer (the "Offer") for all of the outstanding shares of Belships ASA ("Belships") at a purchase price of NOK 5.50 per share (the "Offer Price"). The Offer values the share capital of Belships at NOK 257.7 million based on all shares outstanding.

Consensio is a 100% owned subsidiary of Tidships AS ("Tidships") which, as of today, owns 5,020,432 shares in Belships. This represents 10.72 % of the outstanding shares (all shares less approximately 500,000 shares held in treasury by Belships) in Belships. Tidships is ultimately controlled by Ms Caroline F. Tidemand and Ms Kristin T. Eckhoff.

The Offer Price represents a premium of 10.0% above the closing price for the Belships-share on Oslo Børs, 12 June 2018, and a premium of approximately 8.5% and 7.0% respectively above the volume weighted average share prices in the three and six-month periods ending on 12 June 2018. The complete details of the Offer, including all terms and conditions applicable thereto, will be set forth in an offer document which will be distributed to Belships' shareholders immediately following approval thereof by Oslo Børs.

The Offer will be subject to a number of conditions being satisfied or waived, including the following:

(i) valid acceptances of a number of shares of Belships which, together with the shares owned by the Offeror and Tidships, exceeds 90% of the total number of shares in issue in Belships (excluding any shares held in treasury by Belships),

(ii) no sale by Belships of the shares currently held in treasury having taken place,

(iii) no change or event that has or can reasonably be expected to have a material adverse effect on the financial condition, business, assets or results of operations of Belships having occurred,

(iv) Belships having conducted its business in the ordinary course during the period from the date hereof until the closing date of the Offer, and

(v) no court or other governmental or regulatory authority having taken any legal action which will restrain or prohibit the closing of the Offer.

Consensio will reduce the required acceptance level to 67% if the current majority shareholder in Belships (Sonata AS) wishes to continue as a shareholder in Belships with a minority holding. Consensio will, in such event, merge the activities of Tidships and its affiliates in the handymax and supramax segments with Belships and continue the current listing of Belships' share on the Oslo Stock Exchange.

The Offer is not subject to any financing condition and will be financed with cash and credit lines available to the Offeror.

Settlement under the Offer will be made in cash as soon as reasonably possible after the expiry of the Offer Period (cf. below) and no later than 14 calendar days after the conditions of the Offer have been met or waived. The offer period (the "Offer Period") is, subject to Oslo Børs having approved of the offer document by such date, expected to commence on or about 20 June 2018. The Offer Period will be 2 weeks on the outset. The Offer Period may, however, be extended, one or several times, provided that the Offer period shall not exceed 10 weeks.

The Offer will, in the event Consensio has not publicly announced completion thereof by 20 September 2018, lapse.

Danske Bank is acting as financial advisor and Ro Sommernes advokatfirma DA is acting as legal advisors to Consensio in connection with the Offer.

For additional information please contact: Caroline Figenschou Tidemand, Chairman of the Board, Telephone: +47 93429043, caroline.tidemand@lorstem.no or Kristin Tidemand Eckhoff, Director, Telephone: +47 97712310, kristin.tidemand@easternbulk.com

About Consensio:

Consensio is a private limited company incorporated and existing under the laws of Norway with Business Registration Number 932 579 685. Consensio has its registered address at Strandveien 17, 1366 Lysaker. Consensio's parent, Tidships, is the largest minority shareholder in Belships. The ultimate owners of Consensio have a long history of owning and managing ships, in particular ships in the supramax and ultramax segment and today owns 6 and operates around 30 such vessels.