Regulatory Filings • Mar 31, 2025
Regulatory Filings
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In connection with the compulsory acquisition by Blue Northern BLK Ltd. (org. no. 16130866) (the "Offeror") of all the issued and outstanding shares in Belships ASA (org. no. 930 776 793) (the "Company") not already owned by the Offerer (and excluding treasury shares owned by the Company) (the "Minority Shares") in accordance with Section 4-25 of the Norwegian Public Limited Companies Act of 13 June 1997 no 45 and Section 6-22 of the Norwegian Securities Trading Act of 29 June 2007 no 74 (the Compulsory Acquisition"), and at the request of and for the account of the Offeror we, DNB Bank ASA (org. no. 984 851 006 and registered address at Dronning Eufemias gate 30, 0191 Oslo, Norway) (the "Issuing Bank"), hereby unconditionally guarantee as for our own debt (Norwegian: selvskyldnergaranti) in favour of the former shareholders in the Company (whose Minority Shares have been subject to the Compulsory Acquisition), the correct settlement of the compulsory acquisition price of NOK 20.50 for each Minority Share for 5,301,703 Minority Shares, in aggregate NOK 108,684,911.50 (the "Principal Guarantee Amount"), in addition to interest for late payment, in accordance with the terms and conditions of the Compulsory Acquisition set out in the letter sent to the registered holders of the Minority Shares regarding the Compulsory Acquisition (the "Compulsory Acquisition Letter").
Our liability under this guarantee is limited to the Principal Guarantee Amount plus interest for late payment, in accordance with prevailing rate for late payments as stipulated in the Norwegian Act on Interest on Overdue Payment of 17 December 1976 no 100 (currently 12.50 per cent. per annum), for a period of up to four weeks calculated from the latest date of settlement for the Minority Shares acquired by the Offeror pursuant to the Compulsory Acquisition. No other claims will be covered by the guarantee.
Claims under this guarantee shall be made only after the date of due payment as set out in the Compulsory Acquisition Letter, being 4 April 2025 at the latest, and must be received by us before 16:30 hours (CET) on 5 May 2025, after which time this guarantee lapses, is null and void and shall be returned to DNB Bank ASA at the address specified below.
Claims under this guarantee shall be made in writing to:
DNB Bank ASA
Postal address: P.O. Box 1600 Sentrum, N-0021 Oslo, Norway Visiting address: Dronning Eufemias gate 30, N-0191 Oslo, Norway Attn: Trade Finance/Guarantees
Claims under this guarantee shall be accompanied by:
Pursuant to Section 6-10 of the regulations to the Norwegian Securities Trading Act of 29 June 2007 no 876, the Principal Guarantee Amount may, at the request of the Offeror and subject to approval by the Euronext Oslo Stock Exchange, be reduced proportionately to the amount corresponding to the number of Minority Shares in respect of which final settlement has been completed by the Offeror pursuant to the terms of the Compulsory Acquisition Letter, including a corresponding proportion of the amount included in the Principal Guarantee Amount to cover late payment interests.
This guarantee shall be governed by and construed in accordance with Norwegian law. Legal venue shall be Oslo District Court.
For and behalf of DNB Bank ASA Oslo, 31 March 2025
H~viciene
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