AGM Information • Jun 29, 2020
AGM Information
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MPC Container Ships ASA announces extraordinary general meeting
NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, NEW ZEALAND, SOUTH AFRICA OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT
THE END OF THE PRESS RELEASE.
Oslo, 29 June 2020
Notice of extraordinary general meeting:
MPC Container Ships ASA (the "Company") hereby calls for an extraordinary
general meeting in the Company to be held on 13 July at 12:00 hours (CEST) by
electronic means. The notice is attached hereto and made available on the
Company's website at https://www.mpc-container.com/.
The Company has initiated a refinancing process to secure the Company's
financing and liquidity going forward, and the extraordinary general meeting is
being convened in this respect to approve a private placement of new shares,
grant of authorisations, inter alia, to carry out a subsequent repair offering
and to issue convertible debt, as well as a reverse share split, as further
detailed in the attached notice.
Practicalities:
Due to restrictions caused by COVID-19, the meeting will be conducted only as a
virtual meeting, accessible online via Lumi AGM. All shareholders will be able
to participate in the meeting, vote and ask questions, from smartphones, tablets
or desktop devices. Please refer to the enclosed guide for further information
regarding the electronic participation.
In order to attend the virtual extraordinary general meeting, shareholders need
access to the Lumi solution by either (i) downloading the Lumi AGM app from
Apple Appstore or Google Play Store, or (ii) visiting the Lumi website at the
following address: https://web.lumiagm.com.
After downloading the Lumi app or opening the Lumi website, shareholders must
enter the "Meeting ID" 127-544-725, and click "Join".
Shareholders must identify themselves by individual user names and passwords
which will be sent to the shareholders together with the notice. Shareholders
can already now log in and vote in advance or give authorization to the Chairman
of the Board of Directors or another person prior to the extraordinary general
meeting. Further, shareholders can log in while the general meeting is being
held and overrule their previous voting.
Shareholders that are prevented from participating in the virtual general
meeting may be represented by proxy and may vote in advance. Voting in advance
and granting of proxy must be registered online through Lumi's solution or by
sending an e-mail to [email protected] by 10 July 2020 at 16:00 hours (CEST).
Proxies without voting instructions may trigger disclosure requirements under
Norwegian law. Under Section 4-3 (2) of the Norwegian Securities Trading Act,
the possession of a proxy without voting instructions is considered equal to
ownership of shares or rights to shares. This means that a proxy is required to
disclose the proxies if the number of shares to which they relate (together with
any shares or rights to shares held by the proxy) reaches or exceeds the
disclosure thresholds under Section 4-3 (1) of the Norwegian Securities Trading
Act.
If shares are held through a nominee, cf. Section 4-10 of the Norwegian Public
Limited Liability Companies Act, and the beneficial owner wishes to attend the
general meeting, whether in person or by proxy, the beneficial owner must
transfer the shares to a VPS account in the name of the beneficial owner prior
to the date of the general meeting. Shareholders who do this are asked to send
an e-mail to [email protected] and request their username and password for Lumi login.
Shareholders who have acquired shares after this notice was sent can obtain a
username and password from [email protected].
Further information and contact:
For further information, please contact [email protected].
This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.
About MPC Container Ships ASA:
MPC Container Ships ASA (ticker code "MPCC") was formed in April 2017. Its main
activity is to own and operate a portfolio of container ships with a focus on
the feeder segment between 1,000 and 3,000 TEU. The Company is registered and
has its business office in Oslo, Norway. For more information, please see our
webpage: www.mpc-container.com.
Important Notice:
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company.
Neither this announcement nor any copy of it may be made or transmitted into the
United States, or distributed, directly or indirectly, in the United States.
Neither this announcement nor any copy of it may be taken or transmitted
directly or indirectly into Australia, Canada, Japan, Hong Kong, New Zealand or
South Africa or to any persons in any of those jurisdictions, except in
compliance with applicable securities laws. Any failure to comply with this
restriction may constitute a violation of national securities laws. The
distribution of this announcement in other jurisdictions may be restricted by
law and persons into whose possession this announcement comes should inform
themselves about, and observe, any such restrictions. This announcement does not
constitute, or form part of, an offer to sell, or a solicitation of an offer to
purchase, any securities in Australia, Canada, Japan, South Africa, Hong Kong,
New Zealand or the United States or in any jurisdiction to whom or in which such
offer or solicitation is unlawful.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or any securities laws of any state or other jurisdiction of the United
States and may not be offered or sold within the United States except pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with applicable state law.
There will be no public offer of the securities in the United States.
This announcement is an advertisement and does not constitute a prospectus for
the purposes of the Prospectus Regulation (EU) 2017/1129 (as amended, together
with any applicable implementing measures in any Member State, the "Prospectus
Regulation"). In any EEA Member State that has implemented the Prospectus
Regulation, this communication is only addressed to and is only directed at
qualified investors in that Member State within the meaning of the Prospectus
Regulation. In addition, in the United Kingdom, this announcement is not being
distributed, nor has it been approved for the purposes of Section 21 of the
Financial Services and Markets Act 2000 ("FSMA"), by a person authorized under
FSMA and is directed only at persons who (i) are outside the United Kingdom,
(ii) are investment professionals falling within Article 19(5) of the U.K.
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) (the "Order") or (iii) high net worth companies, and other persons to
whom it may lawfully be engaged with, falling within Article 49(2)(a) to (d) of
the Order (all such persons in (i), (ii) and (iii) above together being referred
to as "relevant persons"). Under no circumstances should persons who are not
relevant persons rely or act upon the contents of this announcement. Any
investment or investment activity to which this announcement relates in the
United Kingdom is available only to, and will be engaged only with, relevant
persons.
Matters discussed in this announcement may constitute forward- looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies and other important
factors which are difficult or impossible to predict and are beyond its control.
Such risks, uncertainties, contingencies and other important factors could cause
actual events to differ materially from the expectations expressed or implied in
this release by such forward-looking statements.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.
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