Belships

M&A Activity • Jan 21, 2025

Launch of recommended voluntary cash offer to acquire all outstanding shares of Belships ASA and commencement of offer period

Launch of recommended voluntary cash offer to acquire all outstanding shares of Belships ASA and commencement of offer period

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, JAPAN,

HONG KONG, SOUTH KOREA, OR ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR

DISTRIBUTION WOULD BE UNLAWFUL.

Oslo, 21 January 2025

Reference is made to the stock exchange announcement published on 19 December

2024 regarding the agreement with Blue Northern BLK Ltd ("Blue Northern" or the

"Offeror") for the Offeror to, subject to certain conditions, launch a

recommended voluntary cash tender offer for all issued and outstanding shares

(the "Shares") in Belships ASA ("Belships" or the "Company") at a price of NOK

20.50 per share (the "Offer"). The Offer is unanimously recommended by the board

of directors of the Company (the "Board").

The offer document for the Offer (the "Offer Document") was approved by the Oslo

Stock Exchange in its capacity as take-over supervisory authority today, 21

January 2025. The Offer is only capable of being accepted pursuant to the Offer

Document. The Offer Document will be sent to the Company's shareholders with

known addresses registered in the Company's shareholder register in Euronext

Securities Oslo, the central securities depository in Norway (the "VPS"), as of

the date hereof, in jurisdictions where the Offer Document may be lawfully

distributed. Subject to regulatory restrictions in certain jurisdictions, the

Offer Document is also available at the following webpage:

https://www.abgsc.com/transactions and may be obtained free of charge during

ordinary business hours at the offices of the receiving agent, ABG Sundal

Collier ASA, Ruseløkkveien 26, 0251 Oslo, Norway.

The offer period for the Offer will commence tomorrow, 22 January 2025, and will

expire at 16:30 CET on 20 February 2025, subject to any extensions at the sole

discretion of the Offeror (the "Offer Period"). The terms and conditions of the

Offer, including procedures for how to accept the Offer, are set out in the

Offer Document.

Key Terms of the Offer:

* Offer Price: NOK 20.50 per Share, subject to adjustment pursuant to the

terms and conditions of the Offer.

* Offer Period: From 22 January 2025 to and including 20 February 2025 at

16:30 (CET), subject to any extensions at the sole discretion of the

Offeror. The Offer Period will in no event be extended beyond 16:30 CET on

31 March 2025.

* Receiving Agent: ABG Sundal Collier ASA

The Offer Price represents:

* A premium of 29.4% to the closing trading price for the Shares on 19

December 2024 of NOK 15.84;

* A premium of 19.4% to the volume weighted average share price since the

Company's announcement regarding a strategic review on 26 November 2024 of

NOK 17.16; and

* A premium of 17.2% to the thirty (30) days' volume weighted average share

price adjusted for dividend up to and including 18 November 2024 of NOK

17.49.

Nordea Corporate Finance, part of Nordea Bank Abp, filial i Norge, has provided

an independent expert statement in accordance with Section 6-16 of the Norwegian

Securities Trading Act of 29 June 2007 No. 75 (the "Norwegian Securities Trading

Act"), which states that, on the basis of the fairness opinion dated 18 December

2024, the Offer is fair from a financial point of view. The independent expert

statement is included in the Offer Document.

Shareholders, including members of the Board and the executive management of the

Company, who collectively own 172,966,654 Shares representing 68.43% of the

Company's issued and outstanding share capital (excluding treasury shares owned

by the Company), have given irrevocable undertakings to accept the Offer in

respect of their Shares. For more information on the pre-acceptance

undertakings, please refer to Section 3.4 (Pre-Acceptances) of the Offer

Document.

About Belships

Belships was founded in 1918 and is a shipowner and operator of geared bulk

carriers with a modern fleet of Ultramax vessels. Belships provides shipping

transportation services in a global market with customers and partners in all

parts of the world. The business is managed from the Company's office in Oslo.

About the Offeror and EnTrust

The Offeror is a special purpose vehicle incorporated for the purpose of

launching the Offer and was formed by funds managed by the Blue Ocean maritime

investment team at EnTrust Global ("EnTrust").

EnTrust is a global alternative asset manager with over 500 institutional

clients worldwide. EnTrust is headquartered in New York and London, with 11

offices globally, and provides alternative investment solutions through

commingled funds and customized funds-of-one, with a focus on opportunistic

credit, transportation finance, and energy transition strategies.

EnTrust's Blue Ocean maritime investment platform is one of the leading

investors solely dedicated to the ocean industries, and has deployed and

committed approximately $5.0 billion into credit and equity investments since

inception in 2017.

Advisors

Fearnley Securities AS is acting as financial advisor to the Company in

connection with the Offer. Wikborg Rein Advokatfirma AS is acting as legal

advisor to the Company in connection with the Offer.

ABG Sundal Collier ASA is acting as financial advisor to the Offeror and its

affiliates in connection with the Offer. Advokatfirmaet BAHR AS and Watson

Farley & Williams are acting as legal advisors to the Offeror and its affiliates

in connection with the Offer.

Media Contacts:

Belships

Lars Christian Skarsgård, Chief Executive Officer

Telephone: +47 977 68 061

E-mail: LCS@belships.no

For EnTrust and the Offeror:

Hiltzik Strategies

E-mail: EnTrust@hstrategies.com

***

IMPORTANT INFORMATION

The Offer and the distribution of this announcement and other information in

connection with the Offer may be restricted by law in certain jurisdictions.

When published, the Offer Document and related acceptance forms will not and may

not be distributed, forwarded or transmitted into or within any jurisdiction

where prohibited by applicable law, including, without limitation, Canada,

Australia, New Zealand, South Africa, Hong Kong, South Korea and Japan, or any

other jurisdiction in which such would be unlawful. The Offeror does not assume

any responsibility in the event there is a violation by any person of such

restrictions. Persons in the United States should review "Notice to U.S.

Holders" below. Persons into whose possession this announcement or such other

information should come are required to inform themselves about and to observe

any such restrictions.

This announcement is for information purposes only and is not a tender offer

document and, as such, is not intended to constitute or form any part of an

offer or the solicitation of an offer to purchase, otherwise acquire, subscribe

for, sell or otherwise dispose of any securities, or the solicitation of any

vote or approval in any jurisdiction, pursuant to the Offer or otherwise.

Investors may accept the Offer only on the basis of the information provided in

the Offer Document. Offers will not be made directly or indirectly in any

jurisdiction where either an offer or participation therein is prohibited by

applicable law or where any tender offer document or registration or other

requirements would apply in addition to those undertaken in Norway.

Notice to U.S. Holders

U.S. Holders (as defined below) are advised that the Shares are not listed on a

U.S. securities exchange and that Belships is not subject to the periodic

reporting requirements of the U.S. Securities Exchange Act of 1934, as amended

(the "U.S. Exchange Act"), and is not required to, and does not, file any

reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.

The Offer will be made to holders of Shares resident in the United States ("U.S.

Holders") on the same terms and conditions as those made to all other holders of

Shares of Belships to whom an offer is made. Any information documents,

including the Offer Document, will be disseminated to U.S. Holders on a basis

comparable to the method that such documents are provided to Belships' other

Shareholders to whom an offer is made. The Offer will be made by the Offeror and

no one else.

The Offer will be made to U.S. Holders pursuant to Section 14(e) and Regulation

14E under the U.S. Exchange Act as a "Tier II" tender offer, and otherwise in

accordance with the requirements of Norwegian law. Accordingly, the Offer will

be subject to disclosure and other procedural requirements timetable, settlement

procedures and timing of payments, that are different from those that would be

applicable under U.S. domestic tender offer procedures and law.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the

Offeror and its affiliates or brokers (acting as agents for the Offeror or its

affiliates, as applicable) may from time to time, and other than pursuant to the

Offer, directly or indirectly, purchase or arrange to purchase, Shares or any

securities that are convertible into, exchangeable for or exercisable for such

Shares outside the United States during the period in which the Offer remains

open for acceptance, so long as those acquisitions or arrangements comply with

applicable Norwegian law and practice and the provisions of such exemption. To

the extent information about such purchases or arrangements to purchase is made

public in Norway, such information will be disclosed by means of an English

language press release via an electronically operated information distribution

system in the United States or other means reasonably calculated to inform U.S.

Holders of such information. To the extent that the Offeror discloses any

information about any purchases of Shares or any related securities outside of

the tender offer in Norway, it will publicly disclose the same information in

the United States. If the consideration paid by the Offeror or its affiliates in

any transaction after the public announcement of the tender offer is greater

than the tender offer price, the tender offer price shall be increased to match

that price. In addition, the financial advisors to the Offeror may also engage

in ordinary course trading activities in securities of Belships, which may

include purchases or arrangements to purchase such securities.

Neither the SEC nor any securities supervisory authority of any state or other

jurisdiction in the United States has approved or disapproved the Offer or

reviewed it for its fairness, nor have the contents of the Offer Document or any

other documentation relating to the Offer been reviewed for accuracy,

completeness or fairness by the SEC or any securities supervisory authority in

the United States. Any representation to the contrary is a criminal offence in

the United States.