Share Issue/Capital Change • Dec 13, 2023
Share Issue/Capital Change
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Himalaya Shipping Ltd. (HSHP) - Completion and Pricing of Private Placement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, THE UNITED STATES OR
ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD
BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, SELL OR
SUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.
Hamilton, Bermuda, 13 December 2023
Himalaya Shipping Ltd. (NYSE and Euronext Expand: HSHP) (the "Company") refers
to the announcement of 12 December 2023 in relation to the contemplated private
placement (the "Private Placement") of the NOK equivalent of USD 17.5 million in
new shares, each with a par value of USD 1.00.
The Company is pleased to announce that it has raised 3,117,143 new shares (the
"Offer Shares") in the Private Placement each at a subscription price of NOK 62
(the "Offer Price"), raising approximately USD 17,500,000 in gross proceeds,
subject to the satisfaction of the Conditions (as defined below). The Private
Placement was significantly oversubscribed.
The completion of the Private Placement is subject to the issuance of the Offer
Shares in Euronext Securities Oslo ("Euronext VPS") having taken place (the
"Conditions").
The issue and allocation of Offer Shares have today been resolved by the
Company's board of directors (the "Board"). The date for settlement of the Offer
Shares allocated in the Private Placement is expected to be on or about 15
December 2023 through a delivery versus payment settlement ("DVP"). The Offer
Shares are expected to be pre-paid by the Managers, pursuant to a pre-payment
arrangement, to facilitate prompt issuance of the Offer Shares. The Offer Shares
will upon delivery be recorded in Euronext VPS. No Offer Shares will be offered
or sold to the public in the United States or in transactions on the NYSE. The
Company may, in its own discretion, change the date for settlement at any time
and for any reason.
The Company has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Securities Trading Act and the rules on equal
treatment under Oslo Rule Book II for companies listed on the Oslo Stock
Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal
treatment, and the Board is of the opinion that the contemplated transaction is
in compliance with these requirements and guidelines. The Board has concluded
that offering of new shares in a private placement, on a price equal to the
prevailing market price, and with limited dilution, at this time to be in the
common interest of the Company and its shareholders.
Clarksons Securities AS and Arctic Securities AS act as joint managers and
bookrunners in connection with the Private Placement (the "Managers"). Ro
Sommernes advokatfirma DA is acting as legal advisor to the Company in
connection with the Private Placement.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and subject to the disclosure requirements pursuant to
section 5-12 of the Norwegian Securities Trading Act. This stock exchange notice
was published by Herman Billung, Contracted CEO, on the date and time as set out
in the release.
About Himalaya Shipping Ltd.: Himalaya Shipping Ltd. is an independent bulk
carrier company, incorporated in Bermuda. Himalaya Shipping has six vessels in
operation and six Newcastlemax dry bulk vessels under construction at New Times
Shipyard in China. The six vessels under construction are expected to be
delivered by July 2024.
Important note: This announcement is not being made in or into Canada,
Australia, Japan, Hong Kong or in any other jurisdiction where it would be
prohibited by applicable law. This distribution is for information purposes only
and does not constitute or form part of an offer or solicitation of an offer to
purchase or subscribe for securities in the United States ("U.S.") or in any
jurisdiction in which, or to any persons to whom, such offering, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any jurisdiction. The securities referred to herein have not
been and will not be registered under the U.S. Securities Act of 1933 (the "U.S.
Securities Act") or applicable state securities laws and may not be offered or
sold in the United States or to U.S. persons unless such securities are
registered under the U.S. Securities Act, or an exemption or exclusion from the
registration requirements of the U.S. Securities Act is available.
Forward looking statements: This announcement includes forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934, including a potential issuance of Offer Shares, the conditions to the
Private Placement, expected timing of the Private Placement, settlement,
prefunding agreement, and other statements relating to the Private Placement,
and other non-historical statements. These forward-looking statements are
subject to numerous risks, uncertainties, and assumptions, including risks
relating to the contemplated Private Placement, including conditions to
completion of the Private Placement, risks related to the Private Placement,
risk related to potential dividend payment, and other risks included in our
filings with the Securities and Exchange Commission including those set forth
under "Risk Factors" in our Registration Statement on Form F-1/A filed with the
U.S. Securities and Exchange Commission, and in prospectus filed with the
Norwegian Financial Supervisory Authority (FSA). Forward-looking statements
reflect knowledge and information available at, and speak only as of, the date
they are made. Except as required by law, the Company undertakes no obligation
to update or revise publicly any forward-looking statements, whether because of
new information, future events or otherwise, after the date hereof or to reflect
the occurrence of unanticipated events. Readers are cautioned not to place undue
reliance on such forward-looking statements.
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