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AMSC ASA Capital/Financing Update 2014

Jan 5, 2014

3533_rns_2014-01-05_7916ac21-81b2-4085-9b08-f73d89b533ad.html

Capital/Financing Update

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American Shipping Company ASA : Subsequent Offering - Prospectus

American Shipping Company ASA : Subsequent Offering - Prospectus

APPROVAL AND PUBLICATION OF PROSPECTUS

January 5, 2014

As previously announced, American Shipping Company ASA (OSE trading symbol:

AMSC) (the "Company")  will carry out a subsequent offering (the "Subsequent

Offering") of up to 3,675,000 new shares towards those shareholders of the

Company as of the Record Date (as defined below) that did not participate in the

Private Placement (as defined below).

Approval and Availability of the Prospectus:

The Norwegian Financial Supervisory Authority (Nw. Finanstilsynet) has approved

the prospectus of the Company dated January 3, 2014, (the "Prospectus"), in

connection with (i) the Subsequent Offering and listing of up  to 3,675,000 new

shares, each with a  par value  of NOK  10.00 (the "Offer Shares") in the

Company, for gross proceeds of up to approximately NOK 110.3 million, or

approximately USD 17.8 million, (ii) the listing on Oslo Børs of 24,500,000 new

shares, each with a par value of  NOK 10.00, in  the Company (the "Private

Placement Shares") already issued in a private placement (the "Private

Placement") directed towards certain institutional investors for gross proceeds

of NOK 735 million, or approximately US$ 120 million and (iii) the listing of

5,975,492 new shares, each with a par value of NOK 10.00, in Company (the  "Debt

Conversion Shares") already issued pursuant to a conversion of the Company's

outstanding debt under a subordinated loan agreement with Converto Capital Fund

AS (the "Debt Conversion"), forming part of a recapitalization of the Company.

The Prospectus will be available at the following websites:

www.americanshippingco.com, www.arcticsec.no and www.paretosec.com. Hard copies

of the Prospectus may be obtained by contacting Arctic Securities (+47

21 01 30 40) and Pareto Securities (+47 22 87 87 00).

Subscription Period:

The  subscription period  for the  Subsequent Offering will  commence at  09:00

a.m. CET on January 6, 2014 and expire at 17:30 p.m. CET on January 13, 2014

(the "Subscription Period").

Subscription Price:

NOK 30.00 per Offer Share.

Allocation Rights:

The Company will, subject to applicable securities laws, allocate the Offer

Shares to subscribers who were registered as holders of shares in the Company in

its register of shareholders with the VPS as of expiry of December 5, 2013 (the

"Record Date") and who did not participate in the Private Placement (each such

shareholder an "Eligible Shareholder", and collectively, "Eligible

Shareholders). For each four (4) Shares recorded as held in the Company as of

expiry of the Record Date, each Eligible Shareholder will be entitled to

allocation of approximately one (1) Offer Share (the "Subscription Right(s)").

Oversubscription and subscription without Subscription Rights will not be

allowed.

The Subscription Rights will not be tradable. The Eligible Shareholders who do

not use their Subscription Rights will experience a significant dilution. The

Subscription Rights would normally have an economic value if the shares trade

above the Subscription Price during the Subscription Period. Upon expiry of the

Subscription Period, the Subscription Rights will expire and have no value.

Interests Held Through Financial Intermediaries:

If an Eligible Shareholder holds Shares registered through a financial

intermediary as of expiry of the Record Date, the financial intermediary will

customarily give the Eligible Shareholder details of the Subscription Rights to

which it will be entitled. The relevant financial intermediary will customarily

supply each Eligible Shareholder with this information in accordance with its

usual customer relations procedures. Eligible Shareholders holding their

interests through a financial intermediary should contact the financial

intermediary in order to receive information with respect to the Subsequent

Offering.

Other Guidance:

Eligible  Shareholders  will  receive  the  Prospectus  together  with  a  pre-

filled subscription  form  by  regular  mail.  In  order to subscribe for Offer

Shares, investors  need to complete  the subscription form  and submit it  to

one of the Joint Lead Managers such that it is received within 17:30 CET on

January 13, 2014.

Norwegian citizens might also subscribe for Offer Shares online by following the

link  at one of the web pages listed  above, which will redirect the investor to

the VPS online subscription system.

Investors  holding their  shares through  a financial  intermediary will need to

contact  its financial intermediary in order to subscribe for Offer Shares. Note

that  the deadline  for doing  so might  be earlier  than 17:30 CET on January

13, 2014.

Managers

Arctic Securities and Pareto Securities have acted as Joint Lead Managers in

connection with the Private Placement, and financial advisors in connection with

the Recapitalization.

***

For further information, please refer to the Prospectus.

Contacts

American Shipping Company ASA

Dag F. Wittusen, CEO

Oslo, Norway

Tel: +47 916 300 02

Leigh Jaros, CFO

Philadelphia, PA, USA

Tel: +1 484 880 3741

About American Shipping Company ASA (AMSC):

AMSC is a shipowning company with ten modern handy size product tankers on long

term bareboat charter with Overseas Shipholding Group (OSG). OSG charters the

vessels out on time charters to major oil companies in the U.S. coastwise Jones

Act trade.  AMSC has a significant contract backlog as well as a profit sharing

agreement with OSG which offers visibility with respect to future earnings and

potential dividend capacity. The Company has an ambition to pay attractive and

growing dividends to its shareholders.

Important Information About This Release:

This information is subject of the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

This announcement is not and does not form a part of any offer for sale of any

securities. Not for release, publication or distribution, directly or

indirectly, in the United States, or any other jurisdiction in which such

distribution would be unlawful or would require registration or other measures.

The Subsequent Offering of securities will be made by means of the Prospectus

that will contain detailed information about the Company and management, as well

as financial statements. This document is an announcement and not a prospectus

for the purposes of Directive 2003/71/EC Investors should not subscribe for any

securities referred to in this document except on the basis of information

contained in the Prospectus.

The  distribution of this announcement  and/or the Prospectus into jurisdictions

other  than Norway may be restricted by  law. Persons into whose possession this

announcement 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.

This announcement has not been approved by any regulatory authority.

[HUG#1752710]