Belships

M&A Activity • Jun 28, 2018

Approved offer document and launch of voluntary offer for all outstanding shares in Belships ASA

Approved offer document and launch of voluntary offer for all outstanding shares in Belships ASA

Oslo, 28 June 2018. Reference is made to the announcement dated 13 June 2018 regarding AS Consensio's (the "Offeror") decision to launch a voluntary offer for all outstanding shares in Belships ASA ("Belships") against a settlement in cash of NOK 5.5 per share (the "Offer"), and the approval by the Oslo Stock Exchange of the offer document dated 28 June 2018 (the "Offer Document") prepared in connection with the Offer. 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.

The Offer period commences tomorrow, and the Offer can be accepted from and including 29 June 2018 to and including 13 July 2018 at 16:30 hours (CET). The Offeror may in its sole discretion extend the offer period (one or several times), but the offer period will in no event be extended beyond 7 September 2018 at 16:30 hours (CET). The Offer Document, containing the full terms and conditions of the Offer will, subject to regulatory restrictions in certain jurisdictions, be sent today, 28 June 2018, to all shareholders in Belships whose address appears in Belships share register in the Norwegian Central Securities Depositary (VPS) as per end of 28 June 2018.

Settlement of the Offer will be made as soon as reasonably possible and no later than fourteen calendar days after the date on which all conditions for completion of the Offer have been met or waived by the Offeror in its sole and absolute discretion.

As further detailed and specified in the Offer Document, the completion of the Offer will be subject to the following conditions being satisfied or waived by the Offeror (acting in its sole discretion):

(i) the Offer shall, on or prior to the expiry of the offer period, have been validly accepted by shareholders tendering Belships shares which, together with Tidships AS' Belships shares, represent more than 90 % of the Belships shares less the treasury shares, taking into account any financial instruments or agreements giving the holder a right to acquire Belships shares;

(ii) Belships shall not have sold any treasury shares during the period from the date hereof until the settlement date;

(iii) no change, effect, development, material litigation or event that is or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the financial condition, business, assets, liabilities, earnings or results of operations of Belships taken as a whole shall have occurred between the date hereof and the settlement date;

(iv) following the announcement of the Offer and until the settlement date, (i) Belships and each of its subsidiaries shall, other than with the prior written consent of the Offeror, (a) in all material respects have conducted its business in the ordinary course and in accordance with applicable laws, regulations and decisions of competent governmental and regulatory authorities and (b) not have entered into any agreement providing for material acquisitions or dispositions or other material transactions outside the ordinary course;

(v) there shall not have been (a) any changes in the share capital of Belships, (b) any issuance of rights which entitle the holder to demand new Belships shares issued, (c) the payment of dividends or other distributions from Belships, (d) made any proposals to the Belships Shareholders for a merger or a de-merger of Belships, or (e) any other change of Belships' corporate status; and

(vi) no court or other governmental, regulatory authority of competent jurisdiction shall have taken or initiated a process to take any form of legal action (whether temporary, preliminary or permanent) that has the effect of (and in the case of any initiated process, may reasonably lead to) the Offer not being able to be consummated or, in connection with the Offer, imposing conditions on the Offeror, Belships or any of its subsidiaries which would require the Offeror to incur any material expenditure or would prohibit or significantly impair the Offeror's ownership or operation of Belships.

Consensio may at its sole discretion reduce the required acceptance level to 67% if the current majority shareholder in Belships (Sonata AS) wishes to continue as a shareholder in Belships with a minority holding. Consensio will, in such event, as further described in the Offer Document, merge the activities of Tidships and its affiliates in the handymax and supramax segments with Belships and continue the current listing of Belships' share on the Oslo Stock Exchange.

Consensio is a 100% owned subsidiary of Tidships AS which, as of today, owns 5,020,432 shares in Belships.

The Offer Document will, subject to regulatory restrictions in certain jurisdictions, be available at www.danskebank.no/belships from the start of the offer period for the Offer on 29 June 2018. Hard copies of the Offer Document may be obtained free of charge from the same date by contacting the Offeror or Danske Bank.

Danske Bank is acting as financial advisor and Ro Sommernes advokatfirma DA is acting as legal advisors to Consensio in connection with the Offer.

For additional information please contact: Caroline Figenschou Tidemand, Chairman of the Board, Telephone: +47 93429043, caroline.tidemand@lorstem.no or Kristin Tidemand Eckhoff, Director, Telephone: +47 97712310, kristin.tidemand@easternbulk.com

For further information, explicit reference is made to the Offer Document. The Offer Document contains further details regarding the Offer, and the Belships shareholders are advised to review the Offer Document in detail. The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions and the Offer is not made in any jurisdiction where the making of the Offer would not be in compliance with the laws of such jurisdiction. The Offeror assumes no responsibility in the event there is a violation by any person of such restrictions. 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 does not in itself constitute an offer. The Offer is made in the Offer Document and can only be accepted pursuant to the terms of such document.