Belships

Regulatory Filings • Feb 20, 2025

Extension of the offer period in the recommended voluntary cash offer to acquire all issued and outstanding shares of Belships ASA

Extension of the offer period in the recommended voluntary cash offer to acquire all issued and outstanding shares of Belships ASA

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, 20 February 2025

Reference is made to the stock exchange announcement published on 21 January

2025 regarding the launch by Blue Northern BLK Ltd ("Blue Northern" or the

"Offeror") of 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"), as further set out in the offer

document dated 21 January 2025 (the "Offer Document").The initial acceptance

period for the Offer expires at 16:30 CET today, 20 February 2025.

Pursuant to sections 2.7 ("Offer Period") and 2.13 ("Amendments to the offer")

of the Offer Document, the Offeror hereby announces an extension of the

acceptance period for the Offer to 16:30 CET on 7 March 2025.

The Oslo Stock Exchange has in its capacity as take-over authority of Norway

approved the extension of the Offer Period. All terms and conditions of the

Offer as set out in the Offer Document (other than the amendments made pursuant

to this announcement) remain unchanged. The complete terms and conditions for

the Offer, including procedures for how to accept the Offer and detailed

information regarding settlement, are set out in the Offer Document, with the

amended acceptance period as described herein.

As a consequence of the extension of the acceptance period, the settlement of

the Offer will be postponed correspondingly. The Offeror maintains its right to

further extend the acceptance period for the Offer (one or more times) on the

terms and conditions set out in the Offer Document, but not beyond 31 March

The Offeror will provide an update on the status of received acceptances of the

Offer in a separate stock exchange announcement, which will be published by

09:00 (CET) tomorrow, 21 February 2025.

The Offer is only capable of being accepted pursuant to the Offer Document, and

the complete terms and conditions for the Offer are included in the Offer

Document. The completion of the Offer is subject to certain conditions, as

further set out in section 2.8 ("Conditions for Completion of the Offer") of the

Offer Document. Subject to regulatory restrictions in certain jurisdictions, the

Offer Document is 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.

Advisors

ABG Sundal Collier ASA is acting as financial advisor while Advokatfirmaet BAHR

AS and Watson Farley & Williams are acting as legal advisors to the Offeror and

its affiliates. Fearnley Securities AS is acting as financial advisor while

Wikborg Rein Advokatfirma AS is acting as legal advisor to the Company.

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 does not 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.