Belships

Share Issue/Capital Change • Mar 9, 2021

Belships ASA: Contemplated Private Placement

Belships ASA: Contemplated Private Placement

Belships ASA: Contemplated Private Placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER

JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

Oslo, 9 March 2021

Belships ASA (OSE: BEL; "Belships" or the "Company") has retained Arctic

Securities AS and Pareto Securities AS (together, the "Managers") as Joint Lead

Managers and Bookrunners, to advise on and effect a private placement of up to

20 million new shares (the "Offer Shares") (the "Private Placement").

The net proceeds from the Private Placement will be used to fund the cash

element of two new Japanese bareboat leases recently announced and for general

corporate purposes.

Certain existing shareholders and new investors have collectively pre-committed

to subscribe: Peter Frølich, Chairman: 25,000 Offer Shares, Frode Teigen, Board

member: 5 million Offer Shares, Carl Erik Steen, Board member: 100 000 Offer

Shares, Ellen and Jakob Hatteland: 2.5 million Offer Shares, and CEO Lars

Christian Skarsgård: 50,000 Offer Shares.

The price per Offer Share in the Private Placement (the "Offer Price") will be

determined by the board of directors of the Company (the "Board") following an

accelerated bookbuilding process. The bookbuilding period for the Private

Placement opens today at 16:30 CET on 9 March 2021 and closes at 08:00 CET on

10 March 2021. The Company and the Managers may at their sole discretion extend

or shorten the application period at any time and for any reason. If the

application period is extended  or shortened the other dates referred to herein

may be amended accordingly.

The Private Placement will be directed towards Norwegian and international

investors, in each case subject to an exemption being available from offer

prospectus requirements and any other filing or registration requirements in the

applicable jurisdictions and subject to other selling restrictions. The minimum

application and allocation amount has been set to the NOK equivalent of EUR

100,000. The Company may, however, at its sole discretion, allocate an amount

below EUR 100,000 to the extent applicable exemptions from the prospectus

requirements are available.

Allocation of the Offer Shares will be determined at the end of the application

period, and final allocation will be made by the Company's Board of Directors at

its sole discretion. Completion of the Private Placement is subject to approval

by the Board of Directors pursuant to an authorisation granted by the Company's

general meeting held 14 May 2020. The Company and the Managers reserve the

right, at any time and for any reason, to cancel and/or modify the terms of the

Private Placement.

The Company will announce the final offer price and the number of Offer Shares

allocated in the Private Placement through a stock exchange notice expected to

be published after expiry of the bookbuilding period.

Notification of allocation is expected to be sent by the Managers on or about

10 March 2021. Allocated subscription shares will be delivered on or about 12

March 2021 on a DVP (Delivery versus Payment) basis. Subscribers will receive

existing and unencumbered shares in the Company already listed on the OSE

pursuant to a share lending agreement, and the shares will be tradeable upon

allocation.

Subject to completion of the Private Placement, the Company will consider to

carry out a subsequent repair offering directed at its existing shareholders as

of close of trading 9 March 2021, as subsequently recorded in the VPS on 11

March 2021, who (i) were not part of the pre-sounding phase of the Private

Placement; (ii) were not allocated Offer Shares in the Private Placement; and

(iii) are not resident in a jurisdiction where such offering would be unlawful

or, for jurisdictions other than Norway, would require any prospectus, filing,

registration or similar action.

Arctic Securities AS and Pareto Securities AS (the "Managers") are acting as

Joint Bookrunners in connection with the Private Placement. Advokatfirmaet

Thommessen AS is acting as legal advisor to the Company.

For further information, please contact:

Lars Christian Skarsgård, Belships CEO,

Phone +47 977 68 061 or e-mail LCS@belships.no (mailto:LCS@belships.no).

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. This stock exchange

announcement was published by Osvald Fossholm, CFO at Belships ASA, on 9 March

2021 at 16:30 CET.

This information is subject to the disclosure requirements pursuant to section

5 -12 of the Norwegian Securities Trading Act.

Important information: The release is not for publication or distribution, in

whole or in part directly or indirectly, in or into Australia, Canada, Japan or

the United States (including its territories and possessions, any state of the

United States and the District of Columbia). This release is an announcement

issued pursuant to legal information obligations, and is subject of the

disclosure requirements pursuant to section 5-12 of the Norwegian Securities

Trading Act. It is issued for information purposes only, and does not constitute

or form part of any offer or solicitation to purchase or subscribe for

securities, in the United States or in any other jurisdiction. The securities

mentioned herein have not been, and will not be, registered under the United

States Securities Act of 1933, as amended (the "US Securities Act"). The

securities may not be offered or sold in the United States except pursuant to an

exemption from the registration requirements of the US Securities Act.

The Company does not intend to register any portion of the offering of the

securities in the United States or to conduct a public offering of the

securities in the United States. Copies of this announcement are not being made

and may not be distributed or sent into Australia, Canada, Japan or the United

States.

The issue, subscription or purchase of shares in the Company is subject to

specific legal or regulatory restrictions in certain jurisdictions. Neither the

Company nor the Managers assume any responsibility in the event there is a

violation by any person of such restrictions. The distribution of this release

may in certain jurisdictions be restricted by law. Persons into whose possession

this 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.

The Managers are acting for the Company and no one else in connection with the

Private Placement and will not be responsible to anyone other than the Company

providing the protections afforded to their respective clients or for providing

advice in relation to the Private Placement and/or any other matter referred to

in this release.

Forward-looking statements: This release and any materials distributed in

connection with this release may contain certain forward-looking statements. By

their nature, forward-looking statements involve risk and uncertainty because

they reflect the Company's current expectations and assumptions as to future

events and circumstances that may not prove accurate. A number of material

factors could cause actual results and developments to differ materially from

those expressed or implied by these forward-looking statements.