Share Issue/Capital Change • May 15, 2024
Share Issue/Capital Change
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Not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the Canada, Australia or Japan, or any other jurisdiction in which it would be unlawful to do so.
RELEASED BY D'AMICO INTERNATIONAL SHIPPING S.A ON BEHALF AND UPON REQUEST OF D'AMICO INTERNATIONAL S.A.
PRESS RELEASE Luxembourg, May 15, 2024, 17.35 p.m.
D'AMICO INTERNATIONAL S.A. ("D'AMICO INTERNATIONAL"), which currently holds 65.65% of the share capital and voting rights of D'AMICO INTERNATIONAL SHIPPING S.A. (the "Company"), has initiated the sale of up to 6,200,000 shares of the Company, representing approximately 5% of its share capital as of May 15, 2024.
The transaction will be conducted via a placement by way of an accelerated bookbuilding process reserved to certain institutional investors (the "Placement").
Assuming the completion of the Placement, D'AMICO INTERNATIONAL will hold approximately 60.65% of the share capital and voting rights of the Company and will remain the controlling shareholder of the Company. D'AMICO INTERNATIONAL remains committed to be the leading long-term shareholder in the Company and is a strong believer in the product tanker market. The purpose of the Placement from D'AMICO INTERNATIONAL's perspective is to enhance the trading liquidity in the Company's shares.
In connection with the Placement, D'AMICO INTERNATIONAL has agreed to a lock-up commitment with respect to the remaining shares it will hold following the settlement and delivery of the Placement for a period ending 180 calendar days after the settlement and delivery of the Placement, subject to certain exceptions.
The bookbuilding will start immediately and the definitive terms of the Placement (including notably the selling price) will be announced after the close of the bookbuilding process. D'AMICO INTERNATIONAL reserves the right to change the terms or timing of the Placement at any time.
Settlement of the Placement is expected to take place on May 20, 2024.
The Company's shares are listed on Euronext STAR Milan under ISIN Code LU2592315662.
This press release does not constitute an offer to purchase shares and the disposal of shares does not constitute a public offering.
This press release is for information purposes only and does not, and shall not, constitute an offer to buy or sell or subscribe for any securities or a solicitation of an offer to buy or subscribe for any securities nor a solicitation to offer to purchase or to subscribe for securities.
No communication and no information in respect of the sale by D'AMICO INTERNATIONAL S.A of D'AMICO INTERNATIONAL SHIPPING S.A. shares may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction where such registration or approval would be required. The offer or sale of D'AMICO INTERNATIONAL SHIPPING S.A. shares on behalf of D'AMICO INTERNATIONAL SHIPPING S.A. may be subject to specific legal or regulatory restrictions in certain jurisdictions. Persons into whose possession this press release or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. D'AMICO INTERNATIONAL S.A. its shareholders and its affiliates take no responsibility for any violation of any such restrictions by any person.
This press release and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the Canada, Australia or Japan or any other jurisdiction in which such publication or distribution is unlawful. This press release is for information purposes only and the information contained herein does not constitute or form part of an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for, any securities in the United States, Canada, Australia or Japan or in any other jurisdiction, nor shall there be any offer, solicitation, sale or purchase of securities in any jurisdiction in which such offer, solicitation, sale or purchase would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
The Shares are not being offered to the public in any jurisdiction and may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction. This press release is not an offer of securities for sale in any jurisdiction, including the United States, Canada, Australia or Japan. No action has been taken by D'AMICO INTERNATIONAL or any of its affiliates to permit a public offering of the shares or possession or distribution of this press release in any jurisdiction where action for that purpose is required. Neither this press release nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or purchase whatsoever in any jurisdiction and shall not constitutes or form part of an offer to sell or the solicitation of an offer to buy any securities in the United States or in any other jurisdiction.
This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, as amended (the "Prospectus Regulation") and not a prospectus under any applicable laws.
With respect to the member states of the European Economic Area (the "Member States"), no action has been or will be taken in order to permit a public offer of the securities which would require the publication of a prospectus in one of such Member States. In Member States, this press release and any offer if made subsequently are directed exclusively at persons who are "qualified investors" within the meaning of Article 2, paragraph 1, letter (e) of the Prospectus Regulation.
The distribution of this press release has not been made, and has not been approved, by an "authorised person" within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order"), (ii) are persons falling within Article 49(2)(A) to (D) ("high net worth companies, unincorporated associations, etc.") of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons").
Any investment or investment activity to which this press release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this press release or any of its contents.
With respect to the United Kingdom, securities may not be offered or sold absent the publication of a prospectus in the United Kingdom or an exemption from such publication under the Regulation (EU) 2017/1129 as amended, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"). As a consequence, this press release is directed only at persons who are "qualified investors" as defined in point (e) of Article 2 of the UK Prospectus Regulation.
D'AMICO INTERNATIONAL SHIPPING S.A. shares described herein are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such shares will be engaged in only with Relevant Persons. Any person who is not a Relevant Person must not act or rely on this press release or any of its contents.
This press release is not a prospectus which has been approved by the Financial Conduct Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.
This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or an exemption from registration thereunder. D'AMICO INTERNATIONAL SHIPPING S.A. shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or jurisdiction of the United States, and neither D'AMICO INTERNATIONAL S.A., nor any of its shareholders or their respective affiliates intend to register any portion of the proposed offering in the United States or to conduct a public offering of securities in the United States.
This press release may not be published, forwarded or distributed, directly or indirectly, in or into Canada, Australia, Japan or any other jurisdiction in which it would be unlawful to do so.
The distribution of this press release into certain jurisdictions may be restricted by law. No action has been taken by D'AMICO INTERNATIONAL S.A. that would permit an offering of D'AMICO INTERNATIONAL SHIPPING S.A. shares or possession or distribution of this press release in any jurisdiction where action for that purpose is required. Persons into whose possession this press release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Any investment decision to buy D'AMICO INTERNATIONAL SHIPPING S.A. shares must be made solely on the basis of publicly available information regarding D'AMICO INTERNATIONAL SHIPPING S.A. Such information is not the responsibility of D'AMICO INTERNATIONAL S.A. and has not been independently verified by D'AMICO INTERNATIONAL S.A.
From today this press release is available on the investor relations section of DIS' website, filed with the CSSF, disclosed through the e-market SDIR circuit, and stored at Borsa Italiana S.p.A. through the e-market STORAGE system and at Société de la Bourse de Luxembourg S.A. in its quality of OAM
d'Amico International Shipping S.A. is a subsidiary of d'Amico Società di Navigazione S.p.A., one of the world's leading privately-o wn ed marine transportation companies, and operates in the product tankers sector, comprising vessels that typically carry refined petroleum products, chemical and vegetable oils. d'Amico International Shipping S.A. controls, through its fully-owned subsidiary, d'Amico Tankers D.A.C., Dublin, either through ownership or charter arrangements, a modern and double-hulled fleet, ranging from 35,000 to 75,000 deadweight tons. The Company has a long history of family enterprise and a worldwide presence with offices in key maritime centers (London, Dublin, Monaco, Stamford and Singapore). The Company's shares are listed on the Milan Stock Exchange under the ticker symbol "DIS.MI" and are traded also on the OTCQX Best Market in the US, under the ticker symbol "OTCQX: DMCOF".
Anna Franchin, Investor Relations Manager
Tel: +35 2 28296010 Tel: +37 7 93105472 E-mail: [email protected]
Capital Link New York - Tel. +1 (212) 661-7566 London - Tel. +44 (0) 20 7614-2950 E-Mail: [email protected]
Media Relations Havas PR Milan Marco Fusco Tel.: +39 02 85457029 – Mob.: +39 345.6538145 E-Mail: marc[email protected] Antonio Buozzi Tel.: +39 320.0624418 E-Mail: [email protected]
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