AMSC ASA — Capital/Financing Update 2022

Sep 15, 2022

AMERICAN SHIPPING COMPANY ASA - PRIVATE PLACEMENT SUCCESSFULLY PLACED

AMERICAN SHIPPING COMPANY ASA - PRIVATE PLACEMENT SUCCESSFULLY PLACED

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Oslo, 15 September 2022: Reference is made to the stock exchange announcement by

American Shipping Company ASA (OSE:AMSC) ("AMSC" or the "Company") on 14

September 2022 regarding a contemplated private placement of new shares in the

Company (the "Private Placement").

The Company is pleased to announce that the Private Placement has been

successfully placed at a subscription price of NOK 36 per share (the

"Subscription Price"), raising gross proceeds of approximately NOK 405 million

through the allocation of 11,247,333 new shares (the "Offer Shares"). The

Private Placement, which was significantly oversubscribed, took place through an

accelerated book building process after close of market on 14 September 2022.

Clarksons Securities AS, DNB Markets, a part of DNB Bank ASA, and Pareto

Securities AS acted as joint bookrunners (together the "Managers") in connection

with the Private Placement. The Private Placement attracted strong interest from

existing shareholders and new institutional investors.

The Company intends to use the net proceeds from the Private Placement to partly

finance the acquisition of the construction vessel "Normand Maximus", as well as

for general corporate purposes.

The Private Placement is divided into two tranches. Tranche 1 consists of

6,061,650 Offer Shares ("Tranche 1"). The issuance of the Offer Shares in

Tranche 1 has now been resolved by the Company's board of directors ("Board of

Directors"), pursuant to a board authorization granted by the Company's annual

general meeting held on 22 April 2022.

All investors who have not pre-committed to subscribe for Offer Shares have been

allocated Offer Shares in Tranche 1. The Offer Shares in Tranche 1 will be

settled with existing and unencumbered shares in the Company that are already

listed on Oslo Børs, pursuant to a share lending agreement between DNB Bank ASA,

DNB Markets (on behalf of the Managers) and the Company in order to facilitate

delivery of listed shares in the Company to applicants on a delivery-versus

-payment (DVP) basis. The Tranche 1 Offer Shares will accordingly be tradable

upon allocation.

The new shares issued in the share capital increase pertaining to Tranche 1 will

then be delivered to DNB Bank ASA as redelivery of shares under the share

lending agreement following registration of the share capital increase for

Tranche 1 in the Norwegian Register of Business Enterprises.

Following the registration of the new share capital pertaining to Tranche 1 with

the Norwegian Register of Business Enterprises, the Company's share capital will

be NOK 66,678,155 divided into 66,678,155 shares, each with a nominal value of

NOK 1.00.

Tranche 2 consists of 5,185,683 Offer Shares ("Tranche 2") and is subject to

approval by the extraordinary general meeting of the Company to be held on 6

October 2022 (the "EGM"). The Offer Shares in Tranche 2 are expected to be

settled after the share capital increase for the Offer Shares in Tranche 2

having been registered with the Norwegian Register of Business Enterprises and

the Offer Shares in Tranche 2 have been registered in the VPS.

Following the issuance of the Offer Shares in Tranche 2 and registration of the

new share capital pertaining to Tranche 2 with the Norwegian Register of

Business Enterprises, the Company's share capital will be NOK 71,863,838 divided

into 71,863,838 shares, each with a nominal value of NOK 1.00.

Tranche 1 is not conditional upon completion of Tranche 2, and acquisition of

Offer Shares in Tranche 1 will remain final and binding and cannot be revoked or

terminated by the respective applicants if Tranche 2 is not completed. If

Tranche 2 is not completed (e.g. due to non-approval by the EGM), applicants

will not be delivered Offer Shares in Tranche 2 and the Company will hence not

receive the proceeds from Tranche 2.

Notification of allocation of the Offer Shares and payment instructions is

expected to be sent to the applicants through a notification from the Managers

on 15 September 2022.

The following primary insiders in the Company have been allocated the following

number of Offer Shares in Tranche 2 of the Private Placement at the Subscription

Price:

· Homlungen AS, close associate of Chair of the Board Annette Malm Justad:

8,000 shares

· Vilja AS, close associate of board member Peter Knudsen: 15,000 shares

· Pål Magnussen, CEO: 30,000 shares

Aker Capital AS ("Aker"), a wholly-owned subsidiary of Aker ASA, currently owns

19.07 % of the shares in the Company and has an additional financial exposure to

30.83 % of the shares in the Company though TRS arrangements with each of DNB

Bank ASA ("DNB") and Skandinaviska Enskilda Banken AB ("SEB"), in total 49.90%.

Aker, DNB and SEB have pre-committed to subscribe for Offer Shares in order to

maintain Aker's total financial exposure in the Company, and have been allocated

the following Offer Shares in the Private Placement at the Subscription Price:

· Aker: 2,144,394 Offer Shares in Tranche 2

· DNB: 479,179 Offer Shares in Tranche 1 and 1,284,482 Offer Shares in Tranche

2

· SEB: 1,703,807 Offer Shares in Tranche 2

Aker will enter into TRS arrangements with each of DNB and SEB with reference to

a corresponding number of shares as subscribed for by DNB and SEB in the Private

Placement. The allocations in Tranche 2 are subject to approval of the share

capital increase for Tranche 2 by the EGM.

The Private Placement entails a deviation of existing shareholders' preferential

rights to subscribe new shares in the Company. The Board of Directors has

considered the equal treatment obligations under relevant acts and regulations.

The Board of Directors is of the opinion that the Private Placement is in

compliance with these requirements and that it is in the best interest of the

Company and its shareholders to raise equity through the Private Placement. By

structuring the equity raise as a private placement, the Company was able to

efficiently raise capital in an efficient manner without the significant

discount typically seen in rights issues, and without the need for a guarantee

consortium. It has also been taken into consideration that the Private Placement

is based on a publicly announced bookbuilding process.

On this background, the Company is not contemplating to carry out a subsequent

offering of shares directed towards shareholders not participating in the

Private Placement, considering, In particular that:

· the subscription price of NOK 36 per Offer Share is based on the investor

interest obtained following a pre-sounding of the Private Placement with wall

-crossed investors and a publicly announced accelerated book-building process

conducted by investment banks, and the subscription price represents

professional investors' view of the market price for the Company's shares in a

share offering of this size,

· that the dilution inherent in the Private Placement was limited to

approximately 15.7%. The size of any subsequent offering would therefore in any

event be limited, and this should be weighed against the costs that would

accrue, in particular the costs of a prospectus, and

· the Private Placement does not significantly affect the balance of power in

the existing shareholder base.

Advokatfirmaet BAHR AS is acting as legal advisor to the Company and Wikborg

Rein Advokatfirma AS is acting as legal advisors to the Managers in connection

with the Private Placement.

For further information, please contact:

Pål Magnussen, Chief Executive Officer +47 90 54 59 59

Morten Bakke, Chief Financial Officer +47 900 955 94

Leigh Jaros, Controller +1 484 880 3741

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation and is subject to the disclosure requirements pursuant

to Section 5-12 the Norwegian Securities Trading Act.

About American Shipping Company ASA:

Established in 2005 and listed on the Euronext Oslo Stock Exchange, AMSC is a

ship owning company with nine modern handy size product tankers, one modern

handy size shuttle tanker and one subsea construction vessel on bareboat

charters with various counterparties. AMSC has a significant contract backlog,

as well as profit sharing agreements with Overseas Shipholding Group, Inc. and

Keystone Shipping Co., which offers visibility with respect to future earnings

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

dividends to its shareholders. Further information is available at

www.americanshippingco.com.

***

- IMPORTANT INFORMATION -

This document is not an offer to sell or a solicitation of offers to purchase or

subscribe for shares. Copies of this document may not be sent to jurisdictions,

or distributed in or sent from jurisdictions, in which this is barred or

prohibited by law. The information contained herein shall not constitute an

offer to sell or the solicitation of an offer to buy, in any jurisdiction in

which such offer or solicitation would be unlawful prior to registration,

exemption from registration or qualification under the securities laws of any

jurisdiction.

This communication may not be published, distributed or transmitted in or into

the United States, Canada, Australia, the Hong Kong Special Administrative

Region of the People's Republic of China, South Africa or Japan and it does not

constitute an offer or invitation to subscribe for or purchase any securities in

such countries or in any other jurisdiction. In particular, the document and the

information contained herein should not be distributed or otherwise transmitted

into the United States of America or to U.S. persons (as defined in the U.S.

Securities Act of 1933, as amended (the "Securities Act")) or to publications

with a general circulation in the United States of America. This document is not

an offer for sale of securities in the United States. The securities referred to

herein have not been and will not be registered under the Securities Act, or the

laws of any state, and may not be offered or sold in the United States of

America absent registration under or an exemption from registration under

Securities Act. AMSC does not intend to register any part of the offering in the

United States. There will be no public offering of the securities in the United

States of America.

The information contained herein does not constitute an offer of securities to

the public in the United Kingdom. No prospectus offering securities to the

public will be published in the United Kingdom. This document is only being

distributed to and is only directed at (i) persons who are outside the United

Kingdom or (ii) to investment professionals falling within article 19(5) of the

Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the

"Order") or (iii) high net worth entities, and other persons to whom it may

lawfully be communicated, falling within article 49(2)(a) to (d) of the Order

(all such persons together being referred to as "relevant persons"). The

securities are only available to, and any invitation, offer or agreement to

subscribe, purchase or otherwise acquire such securities will be engaged in only

with, relevant persons. Any person who is not a relevant person should not act

or rely on this document or any of its contents.

In any EEA Member State, this communication is only addressed to and is only

directed at qualified investors in that Member State within the meaning of the

Prospectus Regulation, i.e., only to investors who can receive the offer without

an approved prospectus in such EEA Member State. The expression "Prospectus

Regulation" means Regulation 2017/1129 as amended together with any applicable

implementing measures in any Member State.

Investing in securities involves certain risks.

This publication may contain specific forward-looking statements, e.g.

statements including terms like "believe", "assume", "expect", "forecast",

"project", "may", "could", "might", "will" or similar expressions. Such forward

-looking statements are subject to known and unknown risks, uncertainties and

other factors which may result in a substantial divergence between the actual

results, financial situation, development or performance of AMSC and those

explicitly or implicitly presumed in these statements. Against the background of

these uncertainties, readers should not rely on forward-looking statements. AMSC

assumes no responsibility to update forward -looking statements or to adapt them

to future events or developments.

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