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MPC Container Ships ASA — Capital/Financing Update 2017
May 30, 2017
3666_rns_2017-05-30_912299c9-eafa-4dc8-a064-a577220af8f4.pdf
Capital/Financing Update
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Admission Document
MPC Container Ships AS
(Organisation number: 918 494 316)
Admission to trading of ordinary shares at Merkur Market ________________________________________________________
This admission document (the "Admission Document") has been prepared by MPC Container Ships AS (the "Company" or "MPCC"" and together with its subsidiaries the "Group") solely for use in connection with the admission to trading of the Company's 20,003,000 ordinary shares, each with a par value of NOK 10 (the "Shares") on Merkur Market (the "Admission to Trading").
The Company has applied for listing of its Shares on the Merkur Market and it is expected that the Shares will start trading on 31 May 2017 under the ticker symbol "MPCC-ME".
Merkur Market is a multilateral trading facility operated by Oslo Børs ASA. Merkur Market is subject to the rules in the Securities Trading Act and the Securities Trading Regulations that apply to such marketplaces. These rules apply to companies admitted to trading on Merkur Market, as do the marketplace's own rules, which are less comprehensive than the rules and regulations that apply to companies listed on Oslo Børs and Oslo Axess. Merkur Market is not a regulated market, and is therefore not subject to the Stock Exchange Act or to the Stock Exchange Regulations. Investors should take this into account when making investment decisions.
THIS ADMISSION DOCUMENT SERVES AS AN ADMISSION DOCUMENT ONLY, AS REQUIRED BY THE MERKUR MARKET ADMISSION RULES. THIS ADMISSION DOCUMENT DOES NOT CONSTITUE AN OFFER TO BUY, SUBSCRIBE OR SELL ANY OF THE SECURITIES DESCRIBED HEREIN, AND NO SECURITIES ARE BEING OFFERED OR SOLD PURSUANT HERETO.
Investing in the Shares involves a high degree of risk. See section 1 "Risk factors".
________________________________________________________
Lead Manager and Merkur Advisor
Fearnley Securities AS
26 May 2017
Important Notice
This Admission Document (the "Admission Document") has been prepared solely by the Company, only to provide information about the Group and its business and in relation to the admission to trading on Merkur Market. This Admission Document has been prepared solely in the English language.
For definitions of terms used throughout this Admission Document, see section 12 "Definitions and Glossary of Terms".
The Company has furnished the information in this Admission Document. This Admission Document has been prepared to comply with the Merkur Market Admission Rules. Oslo Stock Exchange has reviewed and approved this Admission Document in accordance with the Merkur Market Admission Rules. The Oslo Stock Exchange has not controlled or approved the accuracy or completeness of the information included in this Admission Document. The approval by the Oslo Stock Exchange only relates to the information included in accordance with pre-defined disclosure requirements. The Oslo Stock Exchange has not made any form of control or approval relating to corporate matters described, or referred to, in this Admission Document.
All inquiries relating to this Admission Document should be directed to the Company or the Manager. No other person has been authorized to give any information, or make any representation, on behalf of the Company and/or the Manager in connection with the Admission to Trading, if given or made, such other information or representation must not be relied upon as having been authorized by the Company and/or the Manager.
The information contained herein is as of the date hereof and subject to change, completion or amendment without notice. There may have been changes affecting the Group) subsequent to the date of this Admission Document. Any new material information and any material inaccuracy that might have an effect on the assessment of the Shares arising after the publication of this Admission Document and before the Admission to Trading will be published and announced promptly in accordance with the Merkur Market regulations. Neither the delivery of this Admission Document nor the completion of the Admission to Trading at any time after the date hereof will, under any circumstances, create any implication that there has been no change in the Group's affairs since the date hereof or that the information set forth in this Admission Document is correct as of any time since its date.
The contents of this Admission Document shall not be construed as legal, business or tax advice. Each reader of this Admission Document should consult its own legal, business or tax advisor as to legal, business or tax advice. If you are in any doubt about the contents of this Admission Document, you should consult your stockbroker, bank manager, lawyer, accountant or other professional adviser.
The distribution of this Admission Document in certain jurisdictions may be restricted by law. Persons in possession of this Admission Document are required to inform themselves about, and to observe, any such restrictions. No action has been taken or will be taken in any jurisdiction by The Company that would permit the possession or distribution of this Admission Document in any country or jurisdiction where specific action for that purpose is required.
The Shares may be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable securities laws and regulations. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time.
This Admission Document shall be governed by and construed in accordance with Norwegian law. The courts of Norway, with Oslo District Court (Norw. Oslo tingrett) as legal venue, shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Admission Document.
Investing in the Company's Shares involves risks. See section 1 "Risk Factors" of this Admission Document.
| 1 | RISK FACTORS 5 | ||
|---|---|---|---|
| 1.1 | GENERAL 5 | ||
| 1.2 | RISK ASSOCIATED WITH THE COMPANY 5 | ||
| 1.3 | RISKS ASSOCIATED WITH THE ASSETS 6 | ||
| 1.4 | RISKS RELATED TO THE LISTING OF THE SHARES ON MERKUR MARKET 8 | ||
| 1.5 | MARKET RELATED RISKS 9 | ||
| 2 | STATEMENT OF RESPONSIBILITY 11 | ||
| 3 | INFORMATION ABOUT THE ISSUER 12 | ||
| 3.1 | CORPORATE INFORMATION 12 | ||
| 3.2 | HISTORY 12 | ||
| 3.3 | PRINCIPAL ACTIVITIES 12 | ||
| 3.4 | ORGANIZATIONAL STRUCTURE 13 | ||
| 3.5 | FLEET LIST 14 | ||
| 3.6 | OPERATIONS OF THE COMPANY 16 | ||
| 3.7 | GERMAN TONNAGE TAX REGIME 17 | ||
| 3.8 | BUSINESS-CRITICAL AGREEMENTS 17 | ||
| 4 | PRINCIPAL MARKETS 18 | ||
| 4.1 | OVERVIEW OF THE CONTAINER SHIPPING MARKET 19 | ||
| 4.2 | DEMAND AND SUPPLY BALANCE 20 | ||
| 4.3 | FUTURE MARKET EXPECTATIONS 21 | ||
| 4.4 | COMPETITIVE POSITION 21 | ||
| 5 | ORGANISATION, BOARD OF DIRECTORS, MANAGEMENT AND CORPORATE |
||
| GOVERNANCE 22 | |||
| 5.1 | GENERAL 22 | ||
| 5.2 | BOARD OF DIRECTORS 22 | ||
| 5.3 | EXECUTIVE MANAGEMENT 23 | ||
| 5.4 | BOARD OF DIRECTOR'S AND MANAGEMENT'S SHAREHOLDINGS AND OPTIONS 24 | ||
| 5.5 | LOANS AND GUARANTEES24 | ||
| 5.6 5.7 |
EMPLOYEES 24 CORPORATE GOVERNANCE REQUIREMENTS 24 |
||
| 5.8 | CONFLICTS OF INTERESTS AND COMPLIANCE 24 | ||
| 6 | MATERIAL CONTRACTS AND RELATED PARTY TRANSACTIONS 25 | ||
| 6.1 | MATERIAL CONTRACTS AND RELATED PARTY TRANSACTIONS25 | ||
| 6.2 | RELATED PARTY TRANSACTIONS 26 | ||
| 6.3 | LEGAL AND REGULATORY PROCEEDINGS 27 | ||
| 7 | FINANCIAL INFORMATION 28 | ||
| 7.1 | FINANCIAL STATEMENTS 28 | ||
| 7.2 | SIGNIFICANT CHANGE IN THE GROUP'S FINANCIAL POSITION 29 | ||
| 7.3 | WORKING CAPITAL 29 |
| 7.5 | DIVIDEND POLICY 30 |
|---|---|
| 8 | CORPORATE INFORMATION AND DESCRIPTION OF SHARE CAPITAL AND SHAREHOLDER MATTERS 31 |
| 8.1 | THE SHARES31 |
| 8.2 | SHAREHOLDER RIGHTS 31 |
| 8.3 | AUTHORIZED AND ISSUED SHARE CAPITAL 31 |
| 8.4 | TREASURY SHARES 31 |
| 8.5 | RIGHTS TO SUBSCRIBE OR ACQUIRE SHARES31 |
| 8.6 | WARRANTS 31 |
| 8.7 | SHARE CAPITAL HISTORY 31 |
| 8.8 | MAJOR SHAREHOLDERS32 |
| 8.9 | TAKEOVER 33 |
| 8.10 | CHANGE OF CONTROL33 |
| 8.11 | LOCK-UP33 |
| 8.12 | OPTIONS 33 |
| 8.13 | SUMMARY OF THE ARTICLES OF ASSOCIATION 33 |
| 9 | INFORMATION CONCERNING THE SECURITIES TO BE ADMITTED TO TRADING 35 |
| 9.1 | ADMISSION TO TRADING 35 |
| 9.2 | TYPE, CLASS, CURRENCY AND ISIN NUMBER 35 |
| 9.3 | RESTRICTION ON THE FREE TRANSFERABILITY OF THE SHARES 35 |
| 9.4 | INSIDER TRADING 35 |
| 10 NORWEGIAN TAXATION OF SHAREHOLDERS 36 | |
| 10.1 | INTRODUCTION 36 |
| 10.2 | NORWEGIAN SHAREHOLDERS 36 |
| 10.3 | NON-NORWEGIAN SHAREHOLDERS – NORWEGIAN TAXATION37 |
| 10.4 | INHERITANCE TAX 38 |
| 10.5 | STAMP DUTY 38 |
| 11 ADDITIONAL INFORMATION AND DOCUMENTS ON DISPLAY 39 | |
| 11.1 | AUDITOR 39 |
| 11.2 | ADVISORS 39 |
| 11.3 | DOCUMENTS ON DISPLAY 39 |
| 11.4 | THIRD-PARTY INFORMATION 39 |
| 12 DEFINITIONS AND GLOSSARY OF TERMS 40 | |
| 13 APPENDICES 41 |
1 Risk factors
An investment in the Company and the Shares involves inherent risks. Before making an investment decision with respect to the Shares, investors should carefully consider the risk factors set forth below and all information contained in this Admission Document, including the Financial Statements. The risks and uncertainties described in this Section 1 are the principal known risks and uncertainties faced by the Group as of the date hereof that the Company believes are relevant to an investment in the Shares.
An investment in the Shares is suitable only for investors who understand the risks associated with this type of investment and who can afford to lose all or part of their investment. The absence of negative past experience associated with a given risk factor does not mean that the risks and uncertainties described in that risk factor are not a genuine potential threat to an investment in the Shares. If any of the following risks were to materialise, individually or together with other circumstances, they could have a material and adverse effect on the Group and/or its business, financial condition, results of operations, cash flows and/or prospects, which could cause a decline in the value and trading price of the Shares, resulting in the loss of all or part of an investment in the Shares.
The order in which the risks are presented does not reflect the likelihood of their occurrence or the magnitude of their potential impact on the Group's business, financial condition, results of operations, cash flows and/or prospects. The risks mentioned herein could materialise individually or cumulatively. The information in this Section 1 is as of the date of this document.
1.1 General
The Company will invest in and operate assets in the container shipping sector which are subject to significant risks. By subscribing for an interest in the Company, investors will be deemed to have acknowledged that any investment in the container shipping sector will carry a high risk and that, accordingly, the investor may suffer a loss on such investment. Such a loss will be limited to the investor's share subscription. The investor's return will be related to the Company's return and will primarily depend on whether the Company will be able to implement its strategy and achieve its investment objectives, as well as the general development in the container shipping sector and the financial markets.
The primary risk factors in connection with an investment in the Company are described below. The description below is not exhaustive and the sequence of the risk factors is not set out according to importance. A prospective investor should carefully consider the factors set out below and elsewhere in this Admission Document, including but not limited to the cost structure for both the Company and the investors, as well as the investors' current and future tax position.
1.2 Risk associated with the Company
1.2.1 Management Services
The Company's success will materially depend upon the skill and expertise of its management. Resources to perform management services will be sourced from MPC Capital AG, and subsidiaries, and other key entities or persons.
There can be no assurance that MPC Capital AG, and subsidiaries, or such other entities or individuals will continue to provide resources to the Company throughout the term of the Company, or that their continued involvement will guarantee the future success of the Company.
1.2.2 Past performance
In considering the historic performance of MPC Capital AG, and subsidiaries, prospective investors should bear in mind that past performance is not necessarily indicative of future results, and there can be no assurance that the Company will achieve comparable results and that the returns generated by previous managed companies will equal or exceed those of the Company.
1.2.3 Lack of operating history
Although MPC Capital AG, and subsidiaries, has extensive experience investing and operating in the container shipping sector, the Company is a newly formed entity with no operating history upon which to evaluate the Company's likely performance.
1.2.4 Limited liability and indemnification
Subject to certain exclusions, MPC Capital AG, and subsidiaries, and the members of the Board will have no liability for any loss to the Company or the investors arising in connection with the operation of the Company. Further, the Company will indemnify the foregoing persons against claims, liabilities, costs and expenses incurred by them by reason of their activities on behalf of the Company or the investors. Such limited liability and indemnification, if invoked, may affect the performance of the Company and the investor's returns.
1.2.5 Distributions
Distributions from the Company will normally be made in cash. The distributions will not be predictable and will depend on the realization of or distributions from underlying investments. Investors should not expect any or any level of distributions from the Company.
1.3 Risks associated with the assets
1.3.1 Availability of investments / competition
Suitable investments may not always be available at a particular time. The Company's investment rate may be delayed or progress slower than the anticipated rate for a variety of reasons and, as a result, there is also no guarantee that the Company will be able to fully invest the required amount of the total capital.
The Company may be competing for appropriate investment opportunities with other participants in the markets. It is possible that the level of such competition may increase, which may reduce the number of opportunities available to the Company and/or adversely affect the terms upon which such investments can be made by the Company. In addition, such competition may have an adverse effect on the length of time required to fully invest the Company.
1.3.2 Reliance on technical management of assets
The Company is responsible for the technical and navigational management of the vessels owned by the Company. The performance of technical services and crewing services is outsourced to Ahrenkiel Steamship GmbH & Co. KG, a subsidiary of MPC Capital AG, and other third party ship managers.
Although the Company will monitor the performance of each sub-contractor, the Company is reliant on the performance of ship managers. There can be no assurance that such management will operate successfully.
1.3.3 Illiquidity of assets – realisation risk
The Company will make investments in assets that are illiquid and not traded on any regulated market. The realization of such investments may consequently take time and will be exposed to a variety of general and specific market conditions, see section 1.4 below. There can be no assurance that the Company will manage to achieve a successful realisation of its investments.
1.3.4 Diversification
The Company may only participate in a limited number of investments so that returns might be adversely affected by the poor performance of even a single investment.
1.3.5 Valuation
The Company will invest in assets that are not traded in a regulated market and where the correct valuation at any given point in time will be subject to uncertainty. The Company will regularly publish valuation reports that are made available to their investors, but these should only be taken as indicative and there can be no guarantee that the valuations in such reports represent the values at which the Company can buy or sell.
1.3.6 Availability of debt finance
Difficulties in the financial markets may result in dysfunctional credit markets and restrict the availability of debt finance to the Company's underlying investments. The resultant lack of available credit and/or higher financing costs and more onerous terms may materially impact on the performance of certain investments with a potential adverse impact on both working capital and term debt availability and on exit options.
1.3.7 Currency risk
Charter hire is normally payable in USD and the value of the vessels is normally denominated in USD. Thus, currency fluctuations may affect both the Company's and consequently the investors' return, book value and value adjusted equity of subsidiaries in other currencies than USD.
1.3.8 Hedging transactions
The Company or its subsidiaries may engage in certain hedging transactions which are intended to reduce the currency or interest rate exposure; however, there would normally be no obligation to enter into any such transactions. Any such hedging transaction may be imperfect, leaving the Company indirectly exposed to some risk from the position that was intended to be protected. The successful use of hedging strategies depends upon the availability of a liquid market and appropriate hedging instruments and there can be no assurance that the underlying subsidiaries will be able to close out a position when deemed advisable.
1.3.9 Interest rate risk and covenant risks
Any changes in the interest rate would directly affect the returns on the financed investments. Interest rate levels can also indirectly affect the value of the assets at the point of sale. This will impact the value of the Company's portfolio.
Loans to subsidiaries will typically include certain covenants, primarily related to minimum cash levels and minimum value clauses. The breach of such covenants may lead to capital calls from the subsidiaries or to creditors forcing a sale of the underlying asset(s), which may have a detrimental impact on the value of such subsidiaries, and in turn on the value of the Company's portfolio.
1.3.10 Technical risks
The technical operation of a vessel has a significant impact on the vessels' economic life. Technical risks will always be present. There can be no guarantee that the parties tasked with operating a vessel or overseeing such operation perform their duties according to agreement or satisfaction, even if a monitoring system is established. Failure to adequately maintain the technical operation of a vessel may adversely impact the operating expenses and other costs of the portfolio investment and accordingly the potential realization values that can be obtained.
1.3.11 Risk relating to accidents
The Group's vessels are subject to perils particular to marine operations, including capsizing, grounding, collision and loss and damage from severe weather or storms. The Group vessels may also be subject to other unintended accidents. Such circumstances may result in loss of or damage to the Group's vessels, damage to property, including other vessels and damage to the environment or persons. Such events may lead to the Group being held liable for substantial amounts by injured parties, their insurer and public governments. In the event of pollution, the Group may be subject to strict liability. Environmental laws and regulations applicable in the countries in which the Group operates have become more stringent in recent years. Such laws and regulations may expose the Group to liability for the conduct of or conditions caused by others, or for acts by the Group that were in compliance with all applicable laws at the time such actions were taken.
The occurrence of the above mentioned events may have a material adverse effect on the Group's business, financial condition, results of operation and liquidity, and there can be no assurance that the Group's insurance will fully compensate any such potential losses and/or expenses.
1.3.12 Risks related to repairs
The timing and costs of repairs on the Group's ships are difficult to predict with certainty and may be substantial. Many of these expenses, such as dry-docking and certain repairs for normal wear and tear, are typically not covered by insurance. Large repair expenses and repair time may have a material adverse effect on the Group's business, financial condition, results of operation and liquidity.
1.3.13 Counterparty risks
The performance of an underlying portfolio investment depends heavily on its counterparties' ability to perform their obligations under, for instance, agreed charter parties. Default by a counterparty of its obligations under its agreements with an SPV may have material adverse consequences on the portfolio investment. The counterparty's financial strength will thus be very important.
1.3.14 Pollution
All vessels carry pollutants. Accordingly there will always be certain environmental risks and potential liabilities involved in the ownership of commercial shipping vessels.
1.3.15 Execution risk
There is always a possibility that intended transactions might not conclude due to various execution risks related to, but not limited to, documentation, inspection of the vessel(s) and/or class records and due diligence. Thus there might be certain external and third party costs carried by the Company that are not recoverable.
1.3.16 Risk relating to operations in foreign countries
It is expected that the Company's vessels will operate in a variety of geographic regions. Consequently, the Company may, indirectly through its underlying investments, be exposed to political risk, risk of piracy, corruption, terrorism, outbreak of war, overlapping and differing tax structures, managing an organization spread over various jurisdictions, unexpected changes in regulatory requirements and complying with a variety of foreign laws and regulations, amongst others. The business, financial condition and results of operations of the Company, indirectly, and its underlying investments directly, may accordingly be negatively affected if such risks materialize. Changes in the legislative, governmental and economic framework governing the activities of the shipping industry, could also have a material negative impact on the Group's results of operations and financial condition.
1.3.17 Risks related to insurance
Although the Company carries insurance to protect against most of the accident-related risks involved in the conduct of its business, risks may arise for which the Company is not adequately insured. Any particular claim may not be paid by the Company's insurance and any claims covered by insurance would be subject to deductibles, the aggregate amount of which could be material. Any uninsured or underinsured loss could harm the Company's business and financial condition and have a material adverse effect on the Company's operations. Furthermore, even if insurance coverage is adequate to cover the Company's losses, the Company may not be able to obtain a replacement ship in a timely manner in the event of a loss.
1.3.18 Risks related to maritime claims
Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against one or more of the Company's vessels for unsatisfied debts, claims or damages (even based on doubtful reasons). The arrest or attachment of one or more of the Company's vessels could interrupt the cash flow from the charterer and/or the Company and require the Company to pay a significant amount of money to have the arrest lifted.
1.4 Risks related to the listing of the Shares on Merkur Market
1.4.1 Trading on the Merkur Market
Although the Shares in the Company are freely transferable and will be registered on the Merkur Market, the investors must expect that it may be difficult to sell shares in the Company in the secondary market.
1.4.2 Volatility of the share price
The trading volume and price of the Shares could fluctuate significantly. Securities markets in general have been volatile in the past. Some of the factors that could negatively affect the price of the Shares or result in fluctuations in the price or trading volume of the Shares include, for example, changes in the Group's actual or projected results of operations or those of its competitors, changes in earnings projections or failure to meet investors' and analysts' earnings expectations, investors' evaluations of the success and effects of the strategy described in this Prospectus, as well as the evaluation of the related risks, changes in general economic conditions, changes in consumer preferences, changes in shareholders and other factors. This volatility has had a significant impact on the market price of securities issued by many companies. Those changes may occur without regard to the operating performance of these companies. The price of the Shares may therefore fluctuate based upon factors that have little or nothing to do with the Group, and these fluctuations may materially affect the price of the Shares.
1.4.3 Future issuances of Shares or other securities could dilute the holdings of shareholders and could materially affect the price of the Shares
The Company may in the future decide to offer additional Shares or other securities in order to finance new capital-intensive projects, in connection with unanticipated liabilities or expenses or for any other purposes. Depending on the structure of any future offering, existing shareholders may not have the ability to subscribe for or purchase additional equity securities. If the Company raises additional funds by issuing additional equity securities, holdings and voting interests of existing shareholders could be diluted.
1.4.4 An active trading market on Merkur Market may not develop
The Company is currently registered on the NOTC-list. Prior to the expected listing on Merkur Market, the Shares have not been traded on a public market place and there has, accordingly, been no public market for the Shares. There is no assurance that an active trading market for the Shares will develop or be sustained. The market value of the Shares can be substantially affected by the extent to which a secondary market develops for the Shares following the listing on Merkur Market.
1.5 Market related risks
1.5.1 Macroeconomic conditions
Changes in national and international economic conditions, including, for example interest rate levels, inflation, employment levels, may influence the valuation of real and financial assets. In turn, this may impact the demand for goods, services and assets globally and thereby the macro economy. The current macroeconomic situation is uncertain and there is a risk of negative developments. Such changes and developments – none of which will be within the control of the Company – may negatively impact the Company's investment activities, realization opportunities and overall investor returns.
1.5.2 The shipping markets
The demand for, and the pricing of the underlying assets are outside of the Company's control and depend, among other things, on the global economy, global trade growth, as well as oil and gas prices. On the supply side there are uncertainties tied to ordering of new vessels and scope of future scrapping. The actual residual value of the vessels in the underlying investments, and/or their earnings after expiration of the fixed contract terms, may be lower than the Company estimates.
1.5.3 Changes in scrap prices
The scrap value of a vessel is highly dependent on the price of steel. Over the last 5 years there has been an average scrap price of steel of about USD 380/ldt, while the current price is about USD 340/ldt.
1.5.4 Changes in legal framework
Changes in legal, tax and regulatory regimes within the relevant jurisdictions may occur during the life of the Company which may have an adverse effect on the Company.
Over the past 20 years, the shipping industry has faced various legislative changes affecting the industry. There is a possibility that new legislative changes will be proposed and ratified which could affect amongst others the economic lives of vessels and their earning potential.
Managers of alternative investment funds ("AIFs") are subject to a registration requirement or a license requirement (depending on the amount of assets under management) pursuant to directive 2011/61/EU on alternative investment fund managers and the Norwegian act on management of alternative investment funds of 20 June 2015 no. 28. Based on the nature of the operations of the Company and its governance structure, the Company is of the view that it is not an AIF and is not subject to these rules. If the Company should nonetheless be held to be an AIF this could result in increased costs for the Company.
1.5.5 Tax Risks
Tax laws and regulations are highly complex and subject to interpretation. Consequently, the Company is subject to changing tax laws, treaties and regulations in and between countries in which it operates. The Company's income tax expense is based upon its interpretation of the tax laws in effect in various countries at the time that the expense was incurred. A change in these tax laws, treaties or regulations, or in the interpretation thereof, which is beyond the Company's control, could result in a materially higher tax expense or a higher effective tax rate on the Company's earnings.
From time to time the Company's tax payments may be subject to review or investigation by tax authorities of the jurisdictions in which the Company operates from time to time. If any tax authority successfully challenges the Company's operational structure, intercompany pricing policies; or if the Company loses a material tax dispute in any country, or any tax challenge of the Company's tax payments is successful, its effective tax rate on its earnings could increase substantially and the Company's earnings and cash flows from operations could be materially adversely affected.
2 Statement of responsibility
The Board of Directors of MPC Container Ships AS accepts responsibility for the information contained in this Admission Document. The members of the Board of Directors confirm that, after having taken all reasonable care to ensure that such is the case, the information contained in this Admission Document is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import of this Admission Document.
Oslo, 26 May 2017
Ulf Holländer Chairman
Dr. Axel Schroeder Robert Knapp Board member Board member
Dr. Ottmar Gast Darren Maupin Board member Board member
The Board of Directors of MPC Container Ships AS
3 Information about the Issuer
3.1 Corporate Information
The legal and commercial name of the Company is MPC Container Ships AS. The Company was founded on 9 January 2017 as a Norwegian private limited liability company incorporated under the laws of Norway and governed by the Norwegian Private Limited Liability Companies Act. The Company is registered with the Norwegian Register of Business Enterprises under the organisation number 918 494 316.
The Company's registered office is at c/o Fearnley Business Management AS, Grev Wedels plass 9, 0151 Oslo, Norway.
3.2 History
MPC Container Ships AS is a container ship company founded in 2017.
| Date | Year | Main Events |
|---|---|---|
| 9 January | 2017 | Incorporation |
| 20 April | 2017 | Completion of a Private Placement raising USD 100 million in equity |
| 28 April | 2017 | Registration on the NOTC-list |
| 22 May | 2017 | MPC Container Ships AS announces the acquisition of 7 container ships |
3.3 Principal Activities
The Company's main business activity is:
- (i.) to invest in maritime assets (e.g. vessels, shares in companies owning vessels, loans secured by vessels), with a main focus in small-size container ships between 1,000 and 3,000 TEU;
- (ii.) technically and commercially operate the acquired vessels; and
- (iii.) sell the vessels and other maritime assets.
The Company was incorporated under the laws of Norway on 9 January 2017. On 27 April 2017 the Company completed a Private Placement raising USD 100 million in equity (the "Private Placement"). The Private Placement was initiated in the belief held by its founders that asset values are at a cyclically low level and that opportunities are present to gain from increasing asset values and the operation of the vessels over a period following the Company's foundation.
The net proceeds from the Private Placement will be used for the acquisition of container vessels, working capital requirements and general corporate purposes. It is intended that vessel investments are made within the first 12 months following the Private Placement, and that any net proceeds from sale of vessels and operational activity following the first year of the Private Placement will be returned to investors through dividends or capital reductions, subject to maintaining a reasonable working capital coverage.
The term of the Company is, in accordance with its articles of association, limited to a maximum of 7 years from April 2017, unless the general meeting decides otherwise by the majority required to amend the articles of association.
On 28 April the Company registered on the NOTC-list, operated by the Norwegian Securities Dealers Association.
3.4 Organizational structure
Below is a brief presentation of the structure of the Company following the acquisition and/or delivery of "AS Laguna", "AS Laetitia", "AS Angelina" (tbn), "AS Fortuna" (tbn), "Rio Taku", "AS Carinthia" and "Cardonia":
Overview of the organisational chart after the acquisition of the first vessels, as described in section 3.5.
Note: General partner companies and non-operating companies (e.g. shelf companies for future vessel acquisitions) have been omitted from this illustration. This illustration represents abbreviated company names, see section 12 for the registered company names.
| Subsidiaries | Registered office | Function | Interest held |
|---|---|---|---|
| MPC Container Ships AS | Norway | Parent company | n/a |
| "AS Laguna" GmbH & Co. KG | Germany | Single purpose company | 100% |
| "AS Laetitia" GmbH & Co. KG | Germany | Single purpose company | 100% |
| "Rio Taku" GmbH & Co. KG | Germany | Single purpose company | 100% |
| "AS Fortuna" GmbH & Co. KG | Germany | Single purpose company | 100% |
| "AS Angelina" GmbH & Co. KG | Germany | Single purpose company | 100% |
| HoldCo Bluewater GmbH & Co. KG | Germany | Joint venture company | 50% |
| Bluewater GmbH & Co. KG | Germany | Single purpose company | 50% |
Note: General partner companies and non-operating companies (e.g. shelf companies for future vessel acquisitions) have been omitted from this table. This illustration represents abbreviated company names, see section 12 for the registered company names.
3.5 Fleet list
The Company currently operates a fleet of 7 vessels, whereof 5 vessels have been physically delivered to the Company:
| Vessel | Vessel spesifications |
|---|---|
| Vessel name: AS Laetitia | |
| Built: 2007 | |
| Yard: Zhejiang Yangfan, China | |
| TEU: 966 | |
| Reefer plugs: 326 | |
| Gear: Geared | |
| Delivered to the company: Yes | |
| Interest held by MPC Container Ships AS: 100% | |
| Vessel name: AS Laguna | |
| Built: 2008 | |
| Yard: Zhejiang Yangfan, China | |
| TEU: 966 | |
| Reefer plugs: 326 | |
| Gear: Geared | |
| Delivered to the company: Yes | |
| Interest held by MPC Container Ships AS: 100% | |
| Vessel name: To be named: AS Fortuna Built: 2009 |
|
| Yard: Jiangsu Yangzijiang, China | |
| TEU: 1,345 | |
| Reefer plugs: 392 | |
| Gear: Geared | |
| Delivered to the company: No | |
| Interest held by MPC Container Ships AS: 100% | |
| Vessel name: To be named: AS Angelina | |
| Built: 2007 | |
| Yard: Aker MTW, Germany | |
| TEU: 2,127 | |
| Reefer plugs: 400 | |
| Gear: Geared | |
| Delivered to the company: No | |
| Interest held by MPC Container Ships AS: 100% | |
| Vessel name: Rio Taku | |
| Built: 2004 | |
| Yard: Hyundai, South Korea | |
| TEU: 2,566 | |
| Reefer plugs: 600 | |
| Gear: Geared | |
| Delivered to the company: Yes | |
| Interest held by MPC Container Ships AS: 100% | |
| Vessel name: AS Carinthia | |
| Built: 2003 | |
| Yard: Hyundai, South Korea | |
| TEU: 2,824 | |
| Reefer plugs: 554 | |
| Gear: Gearless | |
| Delivered to the company: Yes | |
| Interest held by MPC Container Ships AS: 50% | |
| Vessel name: Cardonia | |
| Built: 2003 | |
| Yard: Hyundai, South Korea | |
| TEU: 2,824 | |
| Reefer plugs: 554 | |
| Gear: Gearless | |
| Delivered to the company: Yes | |
| Interest held by MPC Container Ships AS: 50% |
3.5.1 Acquisition of "AS Laetitia"
"AS Laetitia" GmbH & Co. KG has entered into an agreement to acquire "AS Laetitia" for USD 4.8 million from a third-party owner. In order to secure the vessel acquisition prior to the Private Placement, MPC Capital Beteiligungsgesellschaft mbH & Co. KG warehoused the vessel by making a capital contribution held on the variable capital account of USD 5.3 million to acquire the "AS Laetitia" and cover initial investment and working capital requirements.
The Company entered into an agreement dated 16 May 2017 to acquire the partnership interest in "AS Laetitia" GmbH & Co. KG from MPC Capital Beteiligungsgesellschaft mbH & Co. KG, a subsidiary of MPC Capital AG. The partnership interest in "AS Laetitia" GmbH & Co. KG was transferred to the Company at a price of USD 5.3 million which has been paid in cash. The respective share purchase agreement stipulates that the transfer of shares takes economic effect retroactively from 11 April 2017.
"AS Laetitia" GmbH & Co. KG has taken delivery of AS Laetitia on 27 April 2017.
3.5.2 Acquisition of "AS Laguna"
"AS Laguna" GmbH & Co. KG has entered into an agreement to acquire "AS Laguna" for USD 4.8 million from a third-party owner. In order to secure the vessel acquisition prior to the Private Placement, MPC Capital Beteiligungsgesellschaft mbH & Co. KG warehoused the vessel by making a capital contribution held on the variable capital account of USD 5.5 million to acquire the "AS Laguna" and cover initial investment and working capital requirements.
The Company entered into an agreement dated 16 May 2017 to acquire the partnership interest in "AS Laguna" GmbH & Co. KG from MPC Capital Beteiligungsgesellschaft mbH & Co. KG, a subsidiary of MPC Capital AG. The partnership interest in "AS Laguna" GmbH & Co. KG was transferred to the Company at a price of USD 5.5 million which has been paid in cash. The respective share purchase agreement stipulates that the transfer of shares takes economic effect retroactively from 11 April 2017.
"AS Laguna" GmbH & Co. KG has taken delivery of AS Laetitia on 5 May 2017.
3.5.3 Acquisition of "AS Angelina"
The Company has entered into an agreement to acquire "AS Angelina" (to be named; the current name of the vessel cannot be disclosed) from a third-party owner at a price of USD 5.8 million.
The Company has established a wholly owned subsidiary, "AS Angelina" GmbH & Co. KG, to take delivery of "AS Angelina". Physical delivery of the vessel to the Company is expected for end June / early July 2017. Deposit and purchase price payments have not been made yet.
3.5.4 Acquisition of "AS Fortuna"
The Company has entered into an agreement to acquire "AS Fortuna" (to be named; currently "Rickmers Malaysia") from a from a third-party owner at a price of USD 7.5 million.
The Company has established a wholly owned subsidiary, "AS Fortuna" GmbH & Co. KG, to take delivery of "AS Fortuna". Physical delivery of the vessel to the Company is expected for 15 June 2017, latest. Deposit and purchase price payments have not been made yet.
3.5.5 Acquisition of "Rio Taku"
MPC Capital Beteiligungsgesellschaft mbH & Co. KG, a subsidiary of MPC Capital AG has acquired the vessel "Rio Taku" for a purchase price of USD 9.5 million to warehouse the vessel prior to the Private Placement. The Company has established a wholly owned subsidiary, "Rio Taku" GmbH & Co. KG, to acquire and take delivery of "Rio Taku" from MPC Capital Beteiligungsgesellschaft mbH & Co. KG at cost, i.e. USD 9.5 million. The purchase price has been fully paid in cash.
"Rio Taku" GmbH & Co. KG has taken delivery of "Rio Taku" on 18 May 2017.
3.5.6 Acquisition of "AS Carinthia" and "Cardonia"
MPC Capital Beteiligungsgesellschaft mbH & Co. KG, a subsidiary of MPC Capital AG, has entered into a 50/50 joint venture with the intention to acquire up to five 2,800 TEU vessels. The joint venture entity is HoldCo Bluewater GmbH & Co. KG.
Bluewater GmbH & Co. KG, a subsidiary of HoldCo Bluewater GmbH & Co. KG, has entered into agreements to acquire "AS Carinthia" and "Cardonia" from third-party owners at purchase prices of USD 5.1 million and USD 5.4 million, respectively, with takeover on 12 April 2017. The acquisition of the remaining three vessels is currently under negotiation and takeover by subsidiaries of HoldCo Bluewater GmbH & Co. KG is expected for May/June 2017.
In order to set up the joint venture prior to the Private Placement, MPC Capital Beteiligungsgesellschaft mbH & Co. KG warehoused the joint venture by making a capital contribution to Bluewater GmbH & Co. KG held on the variable capital account of USD 7.0 million to acquire the "AS Carinthia" and "Cardonia" and cover initial investment and working capital requirements for the two vessels.
The Company entered into an agreement dated 16 May 2017 to acquire the partnership interest in HoldCo Bluewater GmbH & Co. KG from MPC Capital Beteiligungsgesellschaft mbH & Co. KG, a subsidiary of MPC Capital AG, in order to take the position in the joint venture. The limited partner's interest in HoldCo Bluewater GmbH & Co. KG was transferred to the Company at a price of USD 7.0 million in cash. Hence, the Company holds interest in 50% of the "AS Carinthia" and "Cardonia". The respective share purchase agreement stipulates that the transfer of shares takes economic effect retroactively from 11 April 2017.
3.5.7 Further vessel acquisitions
Given the fact that the Company seeks to expand its business activity by acquiring further container ships, various transactions are under negotiation. Specifically, the acquisition of additional six vessel (one 1,200 TEU vessel, one 2,500 TEU vessel and four 2,800 TEU vessels) are expected to be contracted shortly.
Most importantly, the Company has entered into an agreement to acquire "AS Fiona" (to be named; the current name of the vessel cannot be disclosed) from a third-party owner at a price of USD 5.1 million. The Company is bound to this agreement, while sellers have one technical subject outstanding on the sale.
3.6 Operations of the Company
The Company is responsible for the technical and crewing management of the vessels owned by the Company (i.e. ship management contracts between the Company and the special purpose vehicles owning the vessels). The performance of technical services and crewing services is subcontracted to Ahrenkiel Steamship GmbH & Co. KG, a subsidiary of MPC Capital AG, and other third party ship managers on arm's length terms.
The Company has entered into technical management and crewing agreements for the fleet vessels to subcontract to performance of ship management services:
- "AS Laetitia": Agreement with Ahrenkiel Steamship GmbH & Co. KG, a subsidiary of MPC Capital AG.
- "AS Laguna": Agreement with Ahrenkiel Steamship GmbH & Co. KG, a subsidiary of MPC Capital AG.
- "AS Angelina": Agreement with Ahrenkiel Steamship GmbH & Co. KG, a subsidiary of MPC Capital AG. The agreement will be effective upon delivery of the vessel to the Company.
- "AS Fortuna": Agreement with Rickmers Shipmanagement GmbH & Cie. KG. The agreement will be effective upon delivery of the vessel to the Company.
- "Rio Taku": Agreement with Ahrenkiel Steamship GmbH & Co. KG, a subsidiary of MPC Capital AG.
Bluewater GmbH & Co. KG and Ahrenkiel Steamship GmbH & Co. KG, a subsidiary of MPC Capital AG, have entered into technical management and crewing agreements for "AS Carinthia" and "Cardonia".
Commercial management of the vessels owned by the Company is performed by Contchart Hamburg Leer GmbH & Co.KG, a subsidiary of MPC Capital AG, and other third party commercial managers on arm's length terms.
The Company has entered into framework agreements with respect to technical management and commercial management with Ahrenkiel Steamship GmbH & Co. KG and Contchart Hamburg Leer GmbH & Co.KG, respectively.
MPC Capital AG, and its subsidiaries, has entered into a service agreement with the Company in order to perform parts of the operational business of the Company, in particular with respect to
corporate management; for instance, financial reporting and disclosure of information. The Company aims to hire employees to perform corporate management tasks.
Administrative tasks (e.g. accounting) may be outsourced to qualified service providers.
3.7 German Tonnage tax regime
The Company is incorporated in Norway and tax resident in Norway. The Company is subject to tax on its income in accordance with the general tax rules pertaining to companies' tax resident in Norway. Net taxable income is taxed at the corporate income tax rate, currently 25%, see section 10.3.1. Dividends and gains on shares in the Company's 100% owned subsidiaries are tax exempt according to the Norwegian exemption method, see section 10.
The Company's vessel-owning subsidiaries are sought taxed according to the German tonnage tax regime (cf. § 5a German income tax act), i.e. taxable income is calculated as a lump sum depending on the size (net tonnage) of the respective vessels, independent of the realized earnings. The decision to determine the taxable income according to the tonnage tax is binding for ten years and an earlier change of method is not possible.
3.8 Business-critical agreements
Given that service providers of the Company can be replaced in reasonable time periods, none of the agreements made by the Company are judged as business-critical.
The Company has no patents or other registered intellectual property.
4 Principal markets
The business of the Company is to own and operate vessels in the container shipping market, with a main focus on vessel sizes between 1,000 and 3,000 TEU. The section below is intended to give an overview of the key features of this market and of the Company's key assumptions underlying its exposure to this market. Market data in this section have been extracted from sources such as Maritime Strategies International (MSI), Alphaliner and Clarksons, unless otherwise stated.
The Company was established in 2017, primarily as a company to take exposure to fluctuating asset values and charter rates of container vessels. This was done in the belief held by its founders that asset values and charter rates were at cyclically low levels and that opportunities were present to make gains from increasing asset values and charter rates over a period following the Company's foundation.
The below chart illustrates the historical development of asset values in the 2,600-2,900 TEU segment of container vessels, illustrating that such values were at a historically low level at the beginning of 2017. Other segments of container vessels have followed similar value trends. Future values will depend, among other factors, on the development in demand for, and supply of, container vessels. Values have historically been volatile and unpredictable, and are likely to remain so in the future as well. Hence, there can be no assurance that the Company's belief in increasing values will materialize, or that the Company will be able to capitalize on such fluctuations.
4.1 Overview of the container shipping market
Container shipping is the dominant method of international transportation for a broad range of industrial and consumer goods, chemicals and foodstuff, that are carried in metal boxes of various standardized types, e.g. TEU, FEU, Reefer, High Cube and more. Container liner companies operate regularly scheduled services between a series of ports, deploying both owned and charter tonnage. Tonnage providers, such as the Company, charter-out container vessels to liner companies on short to long-term charter contracts. The liner services in which container vessels are deployed can be categorized as follows:
- Mainlanes East/West: Services between Asia and Europe, Transatlantic and Transpacific
- Non-mainlane East/West: Services between Asia, Europe or North America on the one hand and Middle East or Indian Subcontinent on the other hand
- North/South: Services between Asia, Europe or North America on one hand and Latin America, Africa or Oceania on the other hand
- Intra-regional: Services within regions such as Asia, Europe, Latin America/ Caribbean and others
The below chart illustrates the share of global container trade categories.
Source: MSI
The fleet used to carry containers is made up of oceangoing vessels in different sizes, each with particular characteristics. Larger vessels will benefit from economies of scale and are best suited for long hauls between large ports, while smaller vessels have the flexibility to enter smaller ports. Large ports have on-shore cranes to load/offload containers to/from vessels and some smaller ports can only handle vessels with on-board cranes, i.e. geared vessels. The size classes of container vessels can be categorized as follows:
- Ultra-large container vessels (ULCV): Vessels with a container carrying capacity above 14,501 TEU that cannot pass through the new Panama canal due to size restrictions. These vessels are mainly deployed on Asia/Europe services.
- New-panamax: Vessels with a container carrying capacity between 5,101 and 14,500 TEU that are able to pass through the new Panama Canal (opened in June 2016). These vessels are deployed on a wide range of long-haul services, e.g. Mainlane East/West, Non-mainlane East/West and North/South.
- Panamax: Vessels of a size range between 3,001 and 5,100 TEU that used to be the largest vessel sizes able to pass through the Panama Canal prior to its extension. These vessels are deployed in a wide range of intermediate services worldwide.
- Feeder: Vessels between 1,001 and 3,000 TEU that are mainly deployed in intra-regional services (over two-thirds). About half of these vessels are equipped with cranes in order to serve small ports in less-developed regions.
Small feeder: Denotes vessels of up to 1,000 TEU capacity that are trading in small volume feeder services.
The Company mainly focuses on feeder container vessels.
4.2 Demand and supply balance
Demand for container transportation
Demand for container transportation has shown a continuous upward trend over time, with considerable variation in growth rates. The chart below provides an illustration of demand growth since the year 2000.
The compounded annual growth rate in the period 2000 to 2016 has been 6.6%, while the growth rate from 2016 to 2017 is expected to be approx. 4%. While there is uncertainty in respect of future development, the Company believes that a steady growth can be expected, assuming no major setback in global economies.
Supply of container transportation capacity
The supply of container vessels is illustrated in the chart below, showing the development since 2000.
Charter Rates
Charter rates are a function of demand for and supply of vessels that can be chartered by liner companies to operate their services. In times of imbalance between demand and supply of container vessels, the resulting market rates for these vessels can fluctuate significantly. The below chart illustrates the historical development in charter rates for 2,750 TEU gearless container vessels in a long perspective, showing remarkable spikes in periods when demand has increased ahead of supply. The chart also illustrates that rates have been below historical averages since Q4 2015 into Q1 2017.
4.3 Future market expectations
The Company's market belief is that supply of vessels will grow at a slower pace than demand for feeder and small feeder vessels over the next few years, creating a demand/supply balance, which is more favourable for ship owners, following an extended period of oversupply.
The Company believes that supply of vessels may have negative net-growth, i.e. a capacity decline, caused by a tapering off in delivery of new vessels and a high degree of scrapping of older tonnage. The existing order book stands at 12 % of the total fleet. However, the real order book is considered to be smaller and is believed by the Company to represent 8 % of the total fleet, which is low in a historic perspective. At the same time, older vessels are being scrapped due to lack of maintenance, uneconomical upgrading requirements caused by new regulations, as well as other factors.
If the Company's expectation of a declining fleet turns out to be right, and the demand for container transportation is stable or increasing, the Company believes that rates for container vessels will recover from the depressed levels seen in 2015 and 2016, and that container vessel values will increase accordingly.
4.4 Competitive position
The Company's business and profitability depends on entering into vessel contracts (acquisitions, operations and sales) in a competitive market environment, based on bidding procedures against other ship owning companies with capacities and competences similar to those of the Company. Hence, the Company is not aware of any particular relative competitive advantages or disadvantages compared to other industry participants.
5 Organisation, Board of Directors, Management and Corporate Governance
5.1 General
The Company is organised as a private limited liability company under the laws of Norway (Norw. aksjeselskap). The Shares of the Company are currently listed at the NOTC-list, operated by the Norwegian Securities Dealers Association, but the Company plans to discontinue its listing at the NOTC-list following its admission to trading at the Merkur Market.
5.2 Board of Directors
5.2.1 Overview
The Board of Directors is responsible for the overall management of the Company and may exercise all of the powers of the Company not reserved to the Company's shareholders by its article of association or Norwegian law.
The Company's business address serves as c/o addresses for the members of the Board of Directors in relation to their directorships of the Company.
5.2.2 Board of Directors of the Company
The table below sets out the names of the members of the Board of Directors of the Company and their positions.
| Name | Position | Served since | Term expires |
|---|---|---|---|
| Mr. Ulf Holländer | Chairman | April 2017 | April 2019 |
| Dr. Axel Schroeder | Director | May 2017 | May 2019 |
| Mr. Robert Knapp | Director | May 2017 | May 2019 |
| Mr. Darren Maupin | Director | May 2017 | May 2019 |
| Dr. Ottmar Gast | Director | May 2017 | May 2019 |
Ulf Holländer, Chairman
Ulf Holländer (born 1958) completed a commerce degree at the University of Hamburg. From 1984 to 1987 he worked as an audit assistant and auditor at Dr. W Schlage & Co Wirtschaftsprüfungsund Steuerberatungsgesellschaft in Hamburg. Before joining MPC Capital AG, he held various positions at the shipping company Hamburg Süd in Hamburg from 1987 to 2000. After three years in finance and accounting at headquarters in Hamburg, Ulf Holländer worked as a financial controller at Columbus Overseas Services Pty. Ltd. from 1990 to 1992, and then as a commercial director at Columbus Line USA Inc. from 1992 to 1996. Finally, Ulf Holländer took on the role of head of Hamburg Süd's finance and accounting department from 1997 to 2000. Ulf Holländer has worked for MPC Capital AG since 2000, firstly as Chief Financial Officer from July 2000 until April 2015, and since then as the Chief Executive Officer of MPC Capital AG.
Dr. Axel Schroeder, Director
Dr. Axel Schroeder (born 1965) studied economics and social sciences at the University of Hamburg from 1985 to 1990, before completing a doctorate there in 1993. Dr. Axel Schroeder has been working both in Germany and abroad for the MPC Group, of which the MPC Capital AG is also a part, since as early as 1990. He has been actively involved in shaping the destiny of MPC Capital AG since its inception in 1994. He took on the position of Chief Executive Officer of MPC Capital AG in 1999 and led it to its listing on the stock exchange in 2000. In April 2015, Dr. Axel Schroeder has been appointed as Chairman of the Supervisory Board of MPC Capital AG. Since July 2015, he has been focusing in his capacity as managing partner of MPC Münchmeyer Petersen & Co. GmbH on developing the MPC Group. Dr. Axel Schroeder is managing partner of MPC Participia GmbH and CSI Container Ships Investment GmbH & Co. KG.
Robert Knapp, Director
Robert Knapp (born 1966) earned a BSc in Electrical Engineering from Princeton University in 1989 and a BA in Politics, Philosophy, and Economics from New College, Oxford University in 1993. He was portfolio manager for Millennium Partners from 1997 to 2006 and is principal of Ironsides Partners since 2007. In addition to running Ironsides, he serves as a director of various investment companies, including the Africa Opportunity Fund (LSE SFM: AOF), MVC Capital (NYSE: MVC), the Pacific Alliance Asia Opportunity Fund Limited, and Castle Private Equity AG (SWX: CPEH).
Darren Maupin, Director
Darren Maupin (born 1976) earned a BA in Economics & Finance from Boston College and also studied at the London School of Economics and Beijing Language and Culture University. He worked as an Analyst and International Diversified Fund Manager at Fidelity Investments in Boston, London, and Hong Kong from 1998 to 2007. Since 2009 Mr Maupin is the founder and a director of the Pilgrim Global ICAV, its predecessors, and associated value-oriented investment funds. He is also a founder and executive director of Anglo International Shipping Co Ltd, a Dry Bulk shipping company. He has served as a non-executive director of both private and publicly listed companies in a variety of industries.
Dr. Ottmar Gast, Director
Dr. Ottmar Gast (born 1952) studied Mechanical Engineering in the cities of Hanover and Aachen. From 1977 to 1980 he worked as a development engineer at Daimler Benz and Ford in Stuttgart and Cologne. From 1981 to 1987 he was scientific advisor and Head of Logistics at the Research Institute for Rationalisation in Aachen. From 1987 to 1990 Dr. Gast worked as Head of Logistics at the automotive supplier Mahle GmbH in Stuttgart. From 1991 to 1994 he was Member of the Executive Board at Aschaffenburg-based parcel service Deutscher Paketdienst GmbH. Since 1994 Ottmar Gast has been Member of the Executive Board at Hamburg Süd. In 2009 he was appointed to Chairman of the Executive Board.
5.2.3 Board of Directors independence
Dr. Axel Schroeder is managing partner of MPC Participia GmbH, the major shareholder of MPC Capital AG. Mr. Ulf Holländer is Chief Executive Officer of MPC Capital AG. Dr. Schroeder and Mr. Holländer are thus both linked to large shareholders of the Company and providers of services to the Company.
Dr. Ottmar Gast is independent of the Group's larger shareholders and of the Group's material business contracts.
Mr. Robert Knapp and Mr. Darren Maupin are independent of the Group's material business contracts.
The Company's executive management is not represented on the Board of Directors. All Directors are independent of the Company's executive management.
There are no family relationships between any of the persons listed above.
5.3 Executive management
5.3.1 Overview
The Company's executive management team consists of the Managing Director, Mr. Constantin Baack.
MPC Capital AG, and its subsidiaries, has entered enter into a service agreement with the Company in order to perform parts of the operational business of the Company, in particular with respect to corporate management; for instance, financial reporting and disclosure of information. The Company aims to hire employees to perform corporate management tasks.
The business address of the Company serves as c/o address for the executive management team responsible for the day-to-day management of the Group.
5.3.2 The Executive Management of the Company
Constantin Baack, Managing Director
Constantin Baack (born 1979) studied business administration at the University of Hamburg and the University of Sydney and received a Graduate Diploma and a Master of Science in international business from the University of Sydney. Prior to joining the MPC Group he worked for the shipping company Hamburg Süd in Sydney and the auditing company Ernst & Young in Hamburg and Shanghai. Constantin Baack joined the MPC Group in April 2008 and since then held various managerial positions in Germany and abroad, including Head of Shipping of the MPC Group and managing director of Ahrenkiel Steamship. He was appointed as the CFO of MPC Capital AG in April 2015.Service contracts to the Board of Directors and the members of the executive management
None of the Board of Directors or the members of the executive management have service contracts with the Company.
5.4 Board of Director's and management's shareholdings and options
The following table sets forth information concerning Shares of the Company held by the members of the Board of Directors and executive management as of the date of this Admission Document.
As of the date of this Admission Document, the Company does not have outstanding options except the warrants mentioned in section 8.6.
The following table sets forth the number of warrants and shares that the relevant members of the Company's Board of Directors and executive management hold directly or indirectly economic interest in.
| Position | Options | Warrants | Shares |
|---|---|---|---|
| Chairman | n/a | n/a | n/a |
| Director | n/a | 1,700,000 | 5,023,000 |
| Director | n/a | n/a | 1,000,000 |
| Director | n/a | n/a | 1,400,000 |
| Director | n/a | n/a | n/a |
| Managing Director | n/a | n/a | n/a |
Note: This table shows all shares and warrants of the respective investment vehicles in the Company in which the directors have an economic interest, not just the directors' pro rata economic interest in such shares and warrants.
5.5 Loans and guarantees
The Company has not granted any loans, guarantees or other commitments to any of its Directors or to any member of the executive management team of the Group.
5.6 Employees
As of the date of this Admission Document, one person is a direct employee in the Company.
The Company aims to hire further employees to perform corporate management tasks.
5.7 Corporate governance requirements
The Boards' responsibility is to ensure that the Company has sound corporate governance mechanisms.
The Norwegian Code of Practice for Corporate Governance (the "Code") does not apply on Merkur Market. However, where applicable, the Company will consider the implications of the Code going forward.
5.8 Conflicts of interests and compliance
During the last five years preceding the date of this Admission Document, no member of the Board of Directors or the executive management has (i) any convictions in relation to indictable offences or convictions in relation to fraudulent offences; (ii) received any official public incrimination and/or sanctions by any statutory or regulatory authorities (including designated professional bodies) or ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct of the affairs of any company; or (iii) been declared bankrupt or been associated with any bankruptcy, receivership or liquidation in his capacity as a founder, director or senior manager of a company.
MPC Capital AG, and its subsidiaries, will continue to conduct business in the shipping sector. The Company holds a right first of refusal on container ship transactions presented to MPC Capital AG, and its subsidiaries.
6 Material Contracts and Related Party Transactions
6.1 Material contracts and related party transactions
6.1.1 Acquisition and Management of "AS Laetitia"
The Company entered into an agreement dated 16 May 2017 to acquire the partnership interest in "AS Laetitia" GmbH & Co. KG from MPC Capital Beteiligungsgesellschaft mbH & Co. KG, a subsidiary of MPC Capital AG. The shares were transferred to the Company immediately upon signing.
MPC Capital Beteiligungsgesellschaft mbH & Co. KG made a capital contribution held on the variable capital account of USD 5.3 million to acquire the vessel and cover initial investment and working capital requirements. Therefore, the partnership interest in "AS Laetitia" GmbH & Co. KG was transferred to the Company at a price of USD 5.3 million in cash.
The Company has entered into a technical management and crewing agreement with "AS Laetitia" GmbH & Co. KG regarding the management of "AS Laetitia". The performance of the respective management services is subcontracted by the Company to Ahrenkiel Steamship GmbH & Co. KG, a subsidiary of MPC Capital AG. The Company is responsible for the fulfilment of technical ship management obligations.
"AS Laetitia" GmbH & Co. KG has entered into a commercial management agreement regarding the chartering management of "AS Laetitia" with Contchart Hamburg / Leer GmbH & Co. KG, a subsidiary of MPC Capital AG
6.1.2 Acquisition and Management of "AS Laguna"
The Company entered into an agreement dated 16 May 2017 to acquire the partnership interest in "AS Laguna" GmbH & Co. KG from MPC Capital Beteiligungsgesellschaft mbH & Co. KG, a subsidiary of MPC Capital AG. The shares were transferred to the Company immediately upon signing.
MPC Capital Beteiligungsgesellschaft mbH & Co. KG made a capital contribution held on the variable capital account of USD 5.5 million to acquire the vessel and cover initial investment and working capital requirements. Therefore, the partnership interest in "AS Laguna" GmbH & Co. KG was transferred to the Company at a price of USD 5.5 million in cash.
The Company has entered into technical management and crewing agreement with "AS Laguna" GmbH & Co. KG regarding the management of "AS Laguna". The performance of the respective management services is subcontracted by the Company to Ahrenkiel Steamship GmbH & Co. KG, a subsidiary of MPC Capital AG. The Company is responsible for the fulfilment of technical ship management obligations.
"AS Laguna" GmbH & Co. KG has entered into a commercial management agreement regarding the chartering management of "AS Laguna" with Contchart Hamburg / Leer GmbH & Co. KG, a subsidiary of MPC Capital AG.
6.1.3 Acquisition and Management of "AS Angelina"
The Company has entered into an agreement to acquire "AS Angelina" (to be named) at a price of USD 5.8 million in cash.
The Company has established a wholly owned subsidiary, "AS Angelina" GmbH & Co. KG, to take delivery of "AS Angelina". Physical delivery of the vessel to the Company is expected for end June / early July. Deposit and purchase price payments have not been made yet.
The Company will enter into technical management and crewing agreement with "AS Angelina" GmbH & Co. KG regarding the management of "AS Angelina" upon delivery of the vessel to the Company. The performance of the respective management services is subcontracted by the Company to Ahrenkiel Steamship GmbH & Co. KG, a subsidiary of MPC Capital AG. The Company is responsible for the fulfilment of technical ship management obligations.
"AS Angelina" GmbH & Co. KG will enter into a commercial management agreement regarding the chartering management of "AS Angelina" with Contchart Hamburg / Leer GmbH & Co. KG, a subsidiary of MPC Capital AG, upon delivery of the vessel to the Company.
6.1.4 Acquisition and Management of "AS Fortuna"
The Company has entered into an agreement to acquire "AS Fortuna" (to be named; currently: "Rickmers Malaysia") at a price of USD 7.5 million in cash.
The Company has established a wholly owned subsidiary, "AS Fortuna" GmbH & Co. KG, to take delivery of "AS Fortuna". Physical delivery of the vessel to the Company is expected for 15 June 2017, latest. Deposit and purchase price payments have not been made yet.
The Company will enter into technical management and crewing agreement "AS Fortuna" GmbH & Co. KG regarding the management of "AS Fortuna". The performance of the respective management services will be subcontracted by the Company to Rickmers Shipmanagement GmbH & Cie. KG upon delivery of the vessel to the Company. The Company is responsible for the fulfilment of technical ship management obligations.
"AS Fortuna" GmbH & Co. KG will enter into a commercial management agreement regarding the chartering management of "AS Fortuna" with Contchart Hamburg / Leer GmbH & Co. KG, a subsidiary of MPC Capital AG.
6.1.5 Acquisition and Management of "Rio Taku"
MPC Capital AG, via a subsidiary, has acquired the vessel "Rio Taku" for a purchase price of USD 9.5 million. The Company has established a wholly owned subsidiary, "Rio Taku" GmbH & Co. KG, to acquire and take delivery of "Rio Taku" from MPC Capital AG at cost, i.e. USD 9.5 million.
The Company has entered into technical management and crewing agreement "Rio Taku" GmbH & Co. KG regarding the management of "Rio Raku". The performance of the respective management services is subcontracted by the Company to Ahrenkiel Steamship GmbH & Co. KG, a subsidiary of MPC Capital AG. The Company is responsible for the fulfilment of technical ship management obligations.
"Rio Taku" GmbH & Co. KG has entered into a commercial management agreement regarding the chartering management of "Rio Taku" with Contchart Hamburg / Leer GmbH & Co. KG, a subsidiary of MPC Capital AG.
6.1.6 Acquisition and Management of "AS Carinthia" and "Cardonia"
MPC Capital Beteiligungsgesellschaft mbH & Co. KG, a subsidiary of MPC Capital AG, has entered into a 50/50 joint venture agreement with the intention to acquire up to five 2,800 TEU vessels. The joint venture entity is HoldCo Bluewater GmbH & Co. KG.
The Company entered into an agreement dated 16 May 2017 to acquire the partnership interest in HoldCo Bluewater GmbH & Co. KG from MPC Capital Beteiligungsgesellschaft mbH & Co. KG, a subsidiary of MPC Capital AG, in order to take the position in the joint venture. The shares were transferred to the Company immediately upon signing. The respective share purchase agreement stipulates that the transfer of shares takes economic effect retroactively from 11 April 2017.
"AS Carinthia" and "Cardonia" have been bought by Bluewater GmbH & Co. KG, a subsidiary of HoldCo Bluewater GmbH & Co. KG, at purchase prices of USD 5.1 million and USD 5.4 million, respectively, and taken over on 12 April 2017.
MPC Capital Beteiligungsgesellschaft mbH & Co. KG made a capital contribution held on the variable capital account of USD 7.0 million. Therefore, the limited partner's interests in HoldCo Bluewater GmbH & Co. KG was transferred to the Company at a price of USD 7.0 million in cash.
The Company has entered into technical management and crewing agreement with Bluewater GmbH & Co. KG regarding the management of "AS Carinthia" and "Cardonia". The performance of the respective management services is subcontracted by the Company to Ahrenkiel Steamship GmbH & Co. KG, a subsidiary of MPC Capital AG. The Company is responsible for the fulfilment of technical ship management obligations.
Bluewater GmbH & Co. KG has entered into a commercial management agreement regarding the chartering management of "AS Carinthia" and "Cardonia" with Contchart Hamburg / Leer GmbH & Co. KG, a subsidiary of MPC Capital AG.
6.2 Related party transactions
6.2.1 Administrative and corporate management
MPC Capital AG, and its subsidiaries, has entered enter into a service agreement with the Company in order to perform parts of the operational business of the Company, in particular with respect to corporate management; for instance, financial reporting and disclosure of information. The services are provided at a charge of USD 10,000 p.a. per vessel.
The Company aims to hire employees to perform corporate management tasks.
Ulf Holländer is Chief Executive Officer and Constantin Baack is Chief Financial Officer of MPC Capital AG.
6.2.2 Technical Services Agreement with Ahrenkiel Steamship GmbH & Co. KG
The Company is responsible for the technical and nautical management of the vessels owned by the Company. Performance of technical and crewing services is subcontracted to Ahrenkiel Steamship GmbH & Co. KG, a subsidiary of MPC Capital AG, and other third party ship managers on arm's length terms.
The Company has entered into technical management and crewing sub-agreements for the "AS Laetitia", "AS Laguna", "Rio Taku", "AS Carinthia" and "Cardonia" with Ahrenkiel Steamship GmbH & Co. KG, a subsidiary of MPC Capital AG, see section 3.6.
The technical ship management agreements contain provisions customary for such agreements.
The Company has entered into a framework agreement with respect to technical ship management with Ahrenkiel Steamship GmbH & Co. KG, a subsidiary of MPC Capital AG.
6.2.3 Commercial Services Agreement with Contchart Hamburg / Leer GmbH & Co. KG
The vessel owning subsidiaries of the Company have entered into commercial management agreement with Contchart Hamburg / Leer GmbH & Co. KG, a subsidiary of MPC Capital AG. The Company expects to enter into a commercial management agreement for the "AS Fortuna" with Contchart Hamburg / Leer GmbH & Co. KG upon delivery of the vessel to the Company.
The commercial ship management agreements contain provisions customary for such agreements.
The Company has entered into a framework agreement with respect to commercial ship management with Contchart Hamburg Leer GmbH & Co.KG, a subsidiary of MPC Capital AG.
6.3 Legal and regulatory proceedings
The Group is not, nor has been, during the course of the preceding twelve months, involved in any legal, governmental or arbitration proceedings which may have, or have had in the recent past, significant effects on its financial position or profitability. The Company is not aware of any such proceedings which are pending or threatened.
7 Financial Information
7.1 Financial Statements
7.1.1 Application of critical accounting policies, estimates and judgments
The Company will prepare its financial statements in accordance with IFRS, which requires it to make estimates in the application of its accounting policies based on the Company's best assumptions, judgments and opinions. On a regular basis, the management intends to review the accounting policies, assumptions, estimates and judgments to ensure that the financial information of the Company is presented fairly and in accordance with IFRS. However, because future events and their effects cannot be determined with certainty, actual results could differ from the Company's assumptions and estimates, and such differences could be material. Accounting estimates and assumptions discussed in this section are those that are considered by the Company to be the most critical to an understanding of the Company's financial Statements because they inherently involve significant judgments and uncertainties.
7.1.2 Interim balance sheet (audited)
The table below sets out the Company's interim balance sheet as per 10 May 2017, i.e. after the completion of the Private Placement and before the acquisition of the first vessels. The balance sheet has been audited by Ernst & Young AS, see Appendix B.
| The interim balance sheet is drawn up and audited in accordance with Norwegian GAAP. | ||||||||
|---|---|---|---|---|---|---|---|---|
| -- | -- | -- | -- | -- | -- | -- | -------------------------------------------------------------------------------------- | -- |
| 10.05.2017 | ||
|---|---|---|
| in USD | Audited | in USD |
| 10.05.2017 | 10.05.2017 | ||
|---|---|---|---|
| in USD | Audited | in USD | Audited |
| Assets | 97,007,456 | Equity and Liabilities | 97,007,456 |
| Non-current Assets | 0 | Equity | 96,952,811 |
| Current Assets | 97,007,456 | Capital and reserves | 96,952,811 |
| Cash and cash equivalents | 97,007,456 | Ordinary shares | 96,993,308 |
| Deposit Banks | 97,007,456 | Share capital | 23,045,462 |
| Capital reserves | 73,947,846 | ||
| Retained earnings | -40,497 | ||
| Non-current Liabilities | 0 | ||
| Current Liabilities | 54,646 | ||
| Provisions | 21,775 | ||
| Other liabilities | 32,871 |
Note 1 - General
The Company was incorporated as a limited liability company in Norway on 9 January, 2017.
The special purpose statement of interim balance sheet ("Statement") is prepared with the purpose of being included as part of the admission document for listing on the Merkur Market. The Statement is prepared in accordance with the Norwegian Accounting Act and NRS 8. The Statement was approved by the Board of Directors on 12 May 2017.
The functional and presentation currency of the Company is USD.
Note 2 - Share capital and capital increase
The Company was incorporated with NOK 30,000 in share capital.
The Company completed a gross capital increase of USD 100 million. Equity offering cost is recorded against equity.
As of 10 May 2017 the Company has 20,003,000 shares each with a par value of NOK 10. See note 4 related to warrants issued.
Note 3 - Taxes
The company has not recorded any tax benefit related to tax losses, as no convincing evidence currently exist.
Note 4 – Warrants and related parties
MPC Capital AG is to be assessed as a related party. No transactions, other than participation in the capital increase and the initiation of the below service relationships has occurred as of the balance sheet date.
MPC Container Ships AS is responsible for technical and nautical ship management; in this respect, technical and nautical ship management services may be contracted to Ahrenkiel Steamship GmbH & Co. KG and commercial ship management services may be provided by Contchart Hamburg Leer GmbH & Co.KG, both are subsidiaries of MPC Capital AG. In any case, such agreements will be made on arm's length terms. MPC Container Ships AS will remain responsible for performing the technical and nautical ship management services. MPC Container Ships AS is responsible for corporate/asset management. MPC Capital AG, and/or subsidiaries, will perform tasks for the company in relation to corporate/asset management.
Warrants in the amount of up to 1,700,000 shares have been issued to MPC Capital AG, see section 8.6. The warrants are exercisable contingent the development of the Company, and expire on 19 April 2022.
7.1.3 Consolidated interim balance sheet (unaudited)
The table below sets out an unaudited consolidated balance sheet for the Group as per 22 May 2017, reflecting the vessel acquisitions set out in section 3.5. Specifically, the acquisitions and physical deliveries of the "AS Laguna", "AS Laetitia", "Rio Taku", "AS Carinthia" and "Cardonia" are reflected, whereas deposit and purchase price payments for the "AS Angelina" and "AS Fortuna" have not been made yet.
| The interim balance sheet is drawn up in accordance with IFRS. |
|---|
| ---------------------------------------------------------------- |
| 22.05.2017 | ||
|---|---|---|
| in USD | Unaudited | in USD |
| 22.05.2017 | 22.05.2017 | ||
|---|---|---|---|
| in USD | Unaudited | in USD | Unaudited |
| Assets | 96,955,549 | Equity and Liabilities | 96,955,549 |
| Non-current Assets | 26,322,588 | Equity | 96,862,550 |
| Vessels | 19,227,267 | Capital and reserves | 96,862,550 |
| Joint Ventures | 7,095,321 | Ordinary shares | 96,993,308 |
| Current Assets | 70,632,962 | Share capital | 23,045,462 |
| Trade and other receivables | 540,923 | Capital reserves | 73,947,846 |
| Cash and cash equivalents | 70,092,038 | Retained earnings | -130,758 |
| Deposit Banks | 70,092,038 | Non-current Liabilities | 0 |
| Current Liabilities | 92,999 | ||
| Trade / other payables | 9,373 | ||
| Provisions | 21,775 | ||
| Other liabilities | 61,851 |
Note 1 – Joint Ventures
Investments in "AS Carinthia" and "Cardonia", via the joint venture company HoldCo Bluewater GmbH & Co. KG, are consolidated at equity and held as financial assets.
7.2 Significant change in the Group's financial position
In the period after the preliminary balance sheet day of 22 May 2017 and up to the date of this Admission Document, no significant change in the Group´s financial condition has occurred.
Given the fact that the Company seeks to expand its business activity by acquiring further container ships, various transactions are under negotiation. Specifically, the acquisition of additional six vessel (one 1,200 TEU vessel, one 2,500 TEU vessel and four 2,800 TEU vessels) are expected to be contracted shortly.
7.3 Working capital
The Company is of the opinion that the working capital available to the Group is sufficient for the Group's present requirements, for the period covering at least 12 months from the date of this Admission Document.
7.4 Borrowings
The Company has no long-term borrowing or other debt other than trade receivable in the ordinary course of business. There are furthermore no restrictions which may represent an obstacle to the free transfer of the Company's Shares.
7.5 Dividend policy
Over time, shareholders of the Company shall receive a return on their investment through increase in the share price and cash dividend. The Company aims to distribute dividends close to its ordinary net income adjusted for non-recurring items, working capital needs or other discretionary items as from time to time will be decided by the Board of Directors. The timing and amount of dividends is at the discretion of the Board of Directors.
For a description of certain taxation issues with respect to dividends, see section 10 below.
The Company has not distributed any dividends since its incorporation.
8 Corporate Information and description of Share capital and Shareholder matters
The following is a summary of certain material information relating to the Shares and share capital of the Company and certain other shareholder matters, including summaries of certain provisions of the Articles of Association, and applicable Norwegian law in effect as of the date of this Admission Document.
8.1 The Shares
The Shares have been created under the laws of Norway and are registered in book-entry form in the VPS under ISIN NO 001 0791353 and will trade under the ticker code "MPCC-ME".
8.2 Shareholder rights
The Company has one class of shares. All the Shares rank in parity with one another. In accordance with the Norwegian Private Limited Companies Act, all Shares carry one vote and are otherwise equal in all respects.
8.3 Authorized and issued share capital
At the date of this Admission Document, the Company's authorized capital stock consists of 20,003,000 Shares. The Company's current share capital is NOK 200,030,000 represented by 20,003,000 Shares each with a par value of NOK 10. All issued Shares have been fully paid and issued. At the date of this Admission Document, the Board of Directors does not have any authority to increase the share capital of the Company.
The Company's shareholders do not have any redemption or conversion rights. Shareholders of a Norwegian Private Limited Company have pre-emptive rights to new Shares, which can be waived with 2/3 majority of the votes cast.
8.4 Treasury shares
The Company does not currently hold any treasury shares. At the date of this Admission Document, the Board of Directors does not have any authority to cause the Company to acquire its own shares.
8.5 Rights to subscribe or acquire shares
Except for the warrants described in section 8.6, neither the Company nor any of its subsidiaries have issued any options, convertible loans or other instruments that would entitle a holder of any such instrument to subscribe for any shares in the Company or its subsidiaries. Neither the Company nor any of its subsidiaries have issued subordinated debt or transferable securities other than the Shares in the Company and the Shares in the Company's subsidiaries which are held directly or indirectly by the Company.
8.6 Warrants
MPC Capital AG, through its subsidiary MPC Capital Beteiligungsgesellschaft mbH & Co. KG, has been given the right, but not the obligation, to acquire up to 1,700,000 Shares in the Company at an exercise price equal to the NOK equivalent of USD 5 per share. 1/3 of the subscription rights may be exercised at any time after the Share Price has exceed the NOK equivalent of USD 6.25, the next 1/3 of the subscription rights may be exercised at any time after the Share Price has exceed the NOK equivalent of USD 7.25 and the last 1/3 of the subscription rights may be exercised at any time after the Share Price has exceed the NOK equivalent of USD 8.25. If the Company carries out any share capital increase during the period of 12 months from 20 April 2017 the number of subscription rights shall be increased by 8.5% of the number of Shares issued in such share capital increases, however limited to share capital increases with aggregate gross proceeds of no more than USD 25 million.
8.7 Share capital history
The table below shows the development in the Company's authorized share capital for the period from incorporation to the date hereof:
| Date | Type of change |
Change in issued share capital (NOK) |
New issued share capital (NOK) |
New no. of issued Shares |
Par value per share (NOK) |
|---|---|---|---|---|---|
| 09 January 2017 |
Incorporation | 30,000 | 300 | 100 | |
| 20 April 2017 | Stock split | 3,000 | 10 | ||
| 20 April 2017 | Issuance | 200,000,000 | 200,030,0000 | 20,003,000 | 10 |
8.8 Major shareholders
As of 22 May 2017, the Company had a total of 71registered shareholders in the VPS. There are no limits restricting foreign ownership of the Shares. There are no special voting arrangements in place for the major shareholders, apart from the right of MPC Capital AG and affiliates to elect 40% of the members of the board (rounded down). If the share ownership in the Company owned by MPC Capital AG and affiliates falls below 20%, MPC Capital AG and affiliates will have the right to elect one board member.
The table below shows the 20 largest shareholders in the Company as registered in the VPS on 22 May 2017.
| Shareholder | Number of Shares |
% | |
|---|---|---|---|
| 1 | CSI CONTAINER SHIPS INVESTMENTS GMBH & CO. KG | 4,000,000 | 20.0 |
| 2 | MORGAN STANLEY & CO LLC* | 1,600,000 | 8.0 |
| 3 | UBS AG, LONDON BRANCH* | 1,500,000 | 7.5 |
| 4 | SMT TRUSTEES FOR PIL BROWN BROTHERS | 1,400,000 | 7.0 |
| 5 | BRILLIANT 2608. GMBH & CO. | 1,023,000 | 5.1 |
| 6 | DATUM AS | 1,000,000 | 5.0 |
| 7 | DEUTSCH BANK, LONDON BRANCH* | 1,000,000 | 5.0 |
| 8 | KLP ALFA GLOBAL ENER | 907,000 | 4.5 |
| 9 | CREDIT SUISSE* | 907,000 | 4.5 |
| 10 | VATNE EQUITY AS | 800,000 | 4.0 |
| 11 | UTHALDEN A/S V/HARALD MORÆUS HANS | 800,000 | 4.0 |
| 12 | VERDIPAPIRFONDET JPMORGAN EUROPE LTD | 600,000 | 3.0 |
| 13 | CITIBANK, SWITZERLAND* | 600,000 | 3.0 |
| 14 | EIKA NORGE | 453,000 | 2.3 |
| 15 | VPF NORDEA AVKASTNINC/O JPMORGAN EUROPE | 236,000 | 1.2 |
| 16 | VPF NORDEA KAPITALC/O JPMORGAN EUROPE | 203,000 | 1.0 |
| 17 | APOLLO ASSET LIMITED C/O ARNE FREDLY | 200,000 | 1.0 |
| 18 | MIDELFART INVEST AS | 200,000 | 1.0 |
| 19 | MORÆUS-HANSSEN HARALD | 200,000 | 1.0 |
| 20 | MERTOUN CAPITAL AS | 181,000 | 0.9 |
| Total 20 largest shareholders | 17,709,999 | 89.0 | |
| Other shareholders | 2,293,001 | 11.0 | |
| Total shareholding | 20,003,000 | 100.0 |
* Registered as nominee shareholder.
To the knowledge of the Company, the Company is not for purposes of Norwegian law, directly or indirectly controlled by another corporation or by any foreign government. As of the date of this Admission Document, to the knowledge of the Company, there are no arrangements or agreements, which may at a subsequent date result in a change of control in the Company
As of the date of this Admission Document, see section 5.5 for the total number of Shares held directly or indirectly beneficial to Directors and the executive management team of the Group.
Please see section 8.13 for a summary of the Company's Articles of association.
Apart from the aforesaid, there are no specific measures in place regulating the exercise of the influence which follows from holding a majority of the Shares in the Company.
8.9 Takeover
The Company has not received any takeover bids.
8.10 Change of control
As of the date of this Admission Document, to the knowledge of the Company, there are no arrangements or agreements, which may at a subsequent date result in a change of control in the Company.
8.11 Lock-Up
The founding shareholders, i.e. companies affiliated with the MPC Group owning 25.1% of the Company's Shares through CSI Container Ships Investments GmbH & Co. KG and MPC Capital Beteiligungsgesellschaft mbH & Co. KG, are subject to a lock-up period of 12 months from April 2017. In case initial public offering of the Company, this lock-up period is reduced to 6 months from April 2017.
To the Company's knowledge there are no other lock-up agreements relating to the admission to trading on Merkur Market nor provisions in the articles of incorporation, or resolutions passed by the general meeting, that may restrict free trading in the shares.
8.12 Options
As of the date of this Admission Document, the Company does not have outstanding options except the warrants mentioned under 8.6.
8.13 Summary of the Articles of Association
The Company's Articles of Association (an office translation thereof) are incorporated in Appendix A to this Admission Document. Below is a summary of provisions of the Articles of Association. The Articles of Association of the Company do not place more stringent conditions for the change of rights of holders than those required by the Norwegian Private Limited Companies Act.
| Objective of the Company |
The Company's business activity is to (i.) to invest in maritime assets (e.g. vessels, shares in companies owning vessels, loans secured by vessels), container vessels with a main focus in small-size container ships between 1,000 and 3,000 TEU, (ii.) to technically and commercially operate the acquired vessels, and to (iii.) sell the vessels and other maritime assets. |
|
|---|---|---|
| Registered office |
The Company's registered and business office is in the municipality of Oslo. | |
| Share capital and par value |
The share capital of the Company is NOK 200,030,000 divided into 20,003,000 shares each with a par value of NOK 10. The Company's shares shall be registered in the Norwegian Central Securities Depository ASA (VPS). |
|
| Board of directors |
The Company shall have between one and seven board members as the general decide. |
|
| MPC Capital AG shall have the right to elect 40% of the members of the Board of Directors (rounded down). |
||
| If the aggregate share ownership of MPC Capital AG and MPC Affiliates falls below 20% of the total number of shares in the Company, MPC Münchmeyer Petersen Capital AG shall only have the right to elect one board member. |
||
| If neither MPC Capital AG nor any MPC Affiliates owns any shares in the Company, MPC Capital AG shall not have the right to elect any board member. |
||
| Restrictions on transfer of shares |
The shares of the Company are freely tradable and thus, there are no right of first refusal or board consent pursuant to the Norwegian Private Limited Liabilities Act or other limitations to the negotiability of the shares in the event of transfer of shares. |
General meetings
The annual general meeting shall address and decide:
-
- Approval of the annual accounts and the board's statement, including distribution of dividends;
-
- Election of board members and auditor (if these are to be elected);
Any other business which by law or the Articles of Association is required to be dealt with by the general meeting.
9 Information concerning the Securities to be Admitted to Trading
9.1 Admission to trading
On 30 May 2017 the administration of Oslo Børs ASA resolved to admit the Shares for listing on the Merkur Market.
The first day of trading of the Shares on Merkur Market is expected to be on or about 31 May 2017.
The Shares will trade on Merkur Market under the ticker symbol, "MPCC-ME".
9.2 Type, class, currency and ISIN number
The Company has only one class of shares and has currently issued 20,003,000 Shares, each with a nominal value of NOK 10. The Shares have been issued under the laws of Norway. The Shares are denominated in NOK. The company does not hold treasury shares.
The Shares are registered in book-entry form with the VPS under the International Securities Identification Number (ISIN) NO 001 0791353. The Company's register of shareholders with the VPS will be administrated by DNB Bank ASA, Dronning Eufemias gate 30, 0191 Oslo, Norway
The share capital is registered in with the VPS; DNB Bank ASA is the VPS account operator of the Company (VPS Registrar).
9.3 Restriction on the free transferability of the shares
The Shares are freely transferable. No right of first refusal applies.
The Company has not been given the right to bar a share acquisition or to impose other trading restrictions. Furthermore, following the Company's articles of association, transfer of Shares in the Company is not subject to the board of director's consent and transfer of Shares of the Company does not trigger pre-emption rights for other shareholders of the Company.
9.4 Insider trading
According to Norwegian law, subscription for, purchase, sale or exchange of financial instruments that are admitted to trading, or subject to an application for admission to trading on a Norwegian regulated marketplace or a Norwegian multilateral trading facility, or incitement to such dispositions, must not be undertaken by anyone who has inside information. The same applies in the case of financial instruments that are admitted to trading on a Norwegian multilateral trading facility. Inside information is defined in section 3-2 of the Norwegian Securities Trading Act and refers to precise information about financial instruments issued by the Company admitted to trading, about the Company admitted trading itself or about other circumstances which are likely to have a noticeable effect on the price of financial instruments issued by the Company admitted to trading or related to financial instruments issued by the Company admitted to trading, and which is not publicly available or commonly known in the market. Information that is likely to have a noticeable effect on the price shall be understood to mean information that a rational investor would probably make use of as part of the basis for his investment decision. The same applies to the entry into, purchase, sale or exchange of options or futures/forward contracts or equivalent rights whose value is connected to such financial instruments or incitement to such dispositions. Breach of insider trading obligations may be sanctioned and lead to criminal charges.
10 Norwegian taxation of Shareholders
10.1 Introduction
The following is a summary of certain Norwegian tax considerations relevant to the acquisition, ownership and disposition of shares by holders that are residents of Norway for purposes of Norwegian taxation ("Norwegian Shareholders") and holders that are not residents of Norway for such purposes ("Non-Norwegian Shareholders").
The summary is based on applicable Norwegian laws, rules and regulations as they exist in force as of the date of this Prospectus. Such laws, rules and regulations may be subject to changes after this date, possibly on a retroactive basis for the same tax year. The summary is of a general nature and does not purport to be a comprehensive description of all the tax considerations that may be relevant to the Shareholders and does not address foreign tax laws.
As will be evident from the description, the taxation will differ depending on whether the investor is a limited liability company or a natural person.
Please note that special rules apply for shareholders that cease to be tax resident in Norway or that for some reason are no longer considered taxable to Norway in relation to their shareholding.
Each Shareholder should consult with and rely upon their own tax advisor to determine the particular tax consequences for him or her and the applicability and effect of any Norwegian or foreign tax laws and possible changes in such laws.
For the purpose of the summary below, a reference to a Norwegian or Non-Norwegian shareholder or company refers to tax residency rather than nationality.
10.2 Norwegian shareholders
10.2.1 Taxation of dividends – Norwegian shareholders who are natural persons
Norwegian Shareholders who are natural persons are in general tax liable to Norway for their worldwide income. Dividends distributed to Norwegian Shareholders who are natural persons are taxed at a rate of 24%, then the tax base is adjusted upwards by a factor of 1.24, thus implying an effective tax rate of 29.76% (2017).
However, only dividends exceeding a statutory tax-free allowance (Norwegian: skjermingsfradrag) are taxable. The allowance is calculated on a share-by-share basis, and the allowance for each share is equal to the cost price of the share multiplied by a determined risk-free interest rate based on the effective rate after tax of interest on treasury bills (Norwegian: "statskasseveksler") with three months maturity. The Directorate of Taxes announces the risk free-interest rate in January the year after the income year. The risk-free interest rate for 2016 was 0.4%. The risk free interest rate for 2017 will be published mid January 2018.
The allowance is allocated to the Norwegian Shareholder owning the share on 31 December in the relevant income year. Norwegian Shareholders who are natural persons and who transfer shares during an income year will thus not be entitled to deduct any calculated allowance related to the year of transfer. Any part of the calculated allowance one year exceeding dividend distributed on the same share ("excess allowance") can be carried forward and set off against future dividends received on, or capital gains upon realization of the same share. Furthermore, excess allowance can be added to the cost price of the share and included in basis for calculating the allowance on the same share the following year.
The repayment of paid-up share capital and paid-up share premium of each share is not regarded as dividend for tax purposes and thus not subject to tax. Such repayment will lead to a reduction of the tax input value of the shares corresponding to the repayment.
10.2.2 Taxation of dividends – Norwegian corporate shareholders
Norwegian Shareholders who are corporations (i.e. limited liability companies, mutual funds, savings banks, mutual insurance companies or similar entities resident in Norway for tax purposes) are generally exempt from tax on dividends received on shares in Norwegian limited liability companies, pursuant to the Norwegian exemption method (Norwegian: Fritaksmetoden). However, 3% of dividend income is generally deemed taxable as general income at a flat rate of 24% (2017), implying that dividends distributed from the Company to Norwegian Shareholders who are corporations are effectively taxed at a rate of 0.72% (2017).
However, Norwegian Shareholders who are corporations that fall within the scope of the exemption method and have an ownership stake in excess of 90% of the limited liability company, is not taxed upon the receipt of dividends from this company.
The repayment of paid-up share capital and paid-up share premium of each share is not regarded as dividend for tax purposes and thus not subject to tax.
10.2.3 Taxation of capital gains – Norwegian shareholders who are natural persons
Sale, redemption or other disposal of shares is considered a realization for Norwegian tax purposes. A Norwegian Shareholder being a natural person with a capital gain or loss generated through a disposal of shares in the Company is taxable or tax deductible in Norway. Such capital gain or loss is included in or deducted from the shareholder's ordinary income in the year of disposal. Ordinary income is taxed at a rate of 24%, then the tax base is adjusted upwards by a factor of 1.24, thus implying an effective tax rate of 29.76% (2017). The gain is subject to tax and the loss is tax-deductible irrespective of the duration of the ownership and the number of shares disposed of.
The taxable gain/deductible loss is calculated per share, as the difference between the consideration for the share and the Norwegian Shareholder's cost price of the share, including any costs incurred in relation to the acquisition or realization of the share. From this capital gain, Norwegian Shareholders who are natural persons are entitled to deduct a calculated allowance, provided that such allowance has not already been used to reduce taxable dividend income. The allowance may only be deducted in order to reduce a taxable gain, and cannot increase or produce a deductible loss, i.e. any unused allowance exceeding the capital gain upon the realization of a share will be annulled.
If the Norwegian Shareholder being a natural person owns shares acquired at different points in time, the shares that were acquired first will be regarded as the first to be disposed of, on a firstin, first-out basis.
10.2.4 Taxation of capital gains – Norwegian corporate shareholders
Capital gains, by Norwegian Shareholders who are corporations, derived from the realization of shares qualifying for participation exemption are exempt from taxation. Losses incurred upon realization of such shares are not deductible.
10.2.5 Net wealth tax
Norwegian Shareholders being limited liability companies and certain similar entities are exempt from Norwegian net wealth tax.
For other Norwegian Shareholders (i.e. Shareholders who are natural persons), the shares will form part of the basis for the calculation of net wealth tax. The current marginal net wealth tax rate is 0.85% of taxable values (subject to a basic allowance).
Listed shares are valued at 100% of their quoted value on 1 January in the assessment year (the year following the relevant income year).
10.3 Non-Norwegian shareholders – Norwegian taxation
This section summarizes certain Norwegian tax rules relevant to shareholders that are not tax resident in Norway for Norwegian tax purposes ("Non-Norwegian Shareholders"). The potential tax liabilities for Non-Norwegian Shareholders in the jurisdiction where they are resident for tax purposes or other jurisdictions will depend on tax rules applicable in the relevant jurisdictions and is not discussed here.
10.3.1 Taxation of dividends -Non-Norwegian Shareholders who are natural persons
Dividends distributed to Non-Norwegian Shareholders who are natural persons are in general subject to withholding tax at a rate of 25%, unless otherwise provided for in an applicable tax treaty or the recipient is covered by the specific regulations for corporate shareholders tax-resident within the EEA (ref. the section below for more information on the EEA exemption). The company distributing the dividend is responsible for the withholding. Norway has entered into tax treaties with more than 80 countries. In most tax treaties the withholding tax rate is reduced to 15%.
In accordance with the present administrative system in Norway, the Norwegian distributing company will normally withhold tax at the regular rate or reduced rate according to an applicable tax treaty, based on the information registered with the VPS with regard to the tax residence of the Non-Norwegian Shareholder. Dividends paid to Non-Norwegian Shareholders in respect of nominee- registered shares will be subject to withholding tax at the general rate of 25% unless the nominee, by agreeing to provide certain information regarding beneficial owners, has obtained approval for a reduced or zero rate from the Central Office for Foreign Tax Affairs ("COFTA") (Norwegian: Sentralskattekontoret for utenlandssaker).
Non-Norwegian Shareholders who are exempt from withholding tax and Shareholders who have been subject to a higher withholding tax than applicable in the relevant tax treaty, may apply to the Norwegian tax authorities for a refund of the excess withholding tax. The application is to be filed with COFTA.
If a Non-Norwegian Shareholder is engaged in business activities in Norway, and the shares are effectively connected with such business activities, dividends distributed to such shareholder will generally be subject to the same taxation as that of a Norwegian Shareholders, cf. the description of tax issues related to Norwegian Shareholders above.
Non-Norwegian Shareholders should consult their own advisers regarding the availability of treaty benefits in respect of dividend payments, including the ability to effectively claim refunds of withholding tax.
10.3.2 Taxation of dividends - Non-Norwegian corporate shareholders
Dividends distributed to shareholders who are limited liability companies (and certain other entities) not resident in Norway for tax purposes ("Non-Norwegian Corporate Shareholders"), are as a general rule subject to withholding tax at a rate of 25 %. The withholding tax rate of 25 % is normally reduced through tax treaties between Norway and the country in which the shareholder is resident.
Dividends distributed to Non-Norwegian Corporate Shareholders resident within the EEA for tax purposes are exempt from Norwegian withholding tax provided that the shareholder is the beneficial owner of the shares and that the shareholder is genuinely established and performs genuine economic business activities within the relevant EEA jurisdiction.
Non-Norwegian Corporate Shareholders who have suffered a higher withholding tax than set out in an applicable tax treaty may apply to the Norwegian tax authorities for a refund of the excess withholding tax deducted.
10.3.3 Capital gains tax - Non-Norwegian Shareholders
As a general rule, capital gains generated by Non-Norwegian Shareholders are not taxable in Norway. This apply both for Non-Norwegian shareholders being corporations and natural persons.
If a Non-Norwegian Shareholder is engaged in business activities in Norway or has business activities managed from Norway, and the shares are effectively connected with such business activities, capital gains realized by such shareholder will generally be subject to the same taxation.
10.3.4 Net Wealth Tax
Shareholders not resident in Norway for tax purposes are not subject to Norwegian net wealth tax. Non-Norwegian Shareholders being natural persons can, however, be taxable if the shareholding is effectively connected to the conduct of trade or business in Norway.
10.4 Inheritance tax
Norway does not impose inheritance tax on assignment of shares by way of inheritance or gift. If any shares of the Company are assigned by way of inheritance or gift, the tax input value of such shares on the part of the originator of such inheritance or gift will be attributed to the recipient of said inheritance or gift (based on continuity). Thus, the heir will, upon realization of the shares, be taxable for any increase in value in the donor's ownership. However, the principles of continuity only apply if the donor was taxable into Norway. In the case of gifts distributed to other persons than heirs according to law or testament, the recipient will be able to revalue the received shares to market value. The same apply if the recipient receives shares from a foreign donor and the assets are included in the Norwegian tax jurisdiction.
10.5 Stamp duty
There is currently no Norwegian stamp duty or transfer tax on the transfer or issuance of shares.
11 Additional Information and Documents on Display
11.1 Auditor
The Company's auditor is Ernst & Young AS, with registered address Dronning Eufemias gate 6, Oslo NO-0191, Norway. Ernst & Young AS and the signing partner, Jon-Michael Grefsrød, are members of the Norwegian Institute of Public Accountants. Ernst & Young AS has been the Company's auditor since 18 May 2017. Prior to this date, the Company did not have an auditor. The Company has received no auditor's reports yet and consequently no opinion is qualified.
The Company's interim balance sheet as of 10 May 2017 has been audited by Ernst & Young AS (cf. section 7.1.2).
11.2 Advisors
- Fearnley Securities AS acts as the Lead Manager of the Listing.
- Advokatfirmaet Wiersholm AS acts as Norwegian legal counsel to the Company.
11.3 Documents on Display
Copies of the following documents will be available for inspection at the Company's registered office during normal business hours from Monday to Friday each week (except public holidays) for a period of 12 months from the date of this Admission Document:
- the Articles of Association of the Company;
- the audited Interim Balance Sheet as of 10 May 2017;
- NOTC notices distributed by the Company through NOTC's information system; and
- this Admission Document.
11.4 Third-party information
Throughout this Admission Document, the Company used industry and market data obtained from independent industry publications, market research, internal surveys and other publicly available information. Industry publications generally state that the information they contain has been obtained from sources believed to be reliable but that the accuracy and completeness of such information is not guaranteed. The Company has not independently verified such data. Similarly, whilst the Company believes that internal surveys are reliable, they have not been verified by independent sources and cannot assure the reader of their accuracy. Thus, the Company does not guarantee or assume any responsibility for the accuracy of the data, estimates, forecasts or other information taken from sources in the public domain. The information in this Admission Document that has been sourced from third parties has been accurately reproduced and, as far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.
12 Definitions and glossary of terms
| "AS Angelina" GmbH & Co. KG . Registered company name: Palmaille 75 Dreiundfünfzigste Beteiligungs gesellschaft mbH & Co. KG |
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|---|---|
| "AS Fortuna" GmbH & Co. KG Registered company name: Palmaille 75 Einundfünfzigste Beteiligungs gesellschaft mbH & Co. KG |
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| "AS Laetitia" GmbH & Co. KG Registered company name: 1. Bluewater "AS ARIL" Schifffahrtsgesellschaft mbH & Co. KG |
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| "AS Laguna" GmbH & Co. KG Registered company name: 1. Bluewater "AS ARN " Schifffahrtsgesellschaft mbH & Co. KG |
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| "Rio Taku" GmbH & Co. KG Registered company name: Palmaille 75 Fünfzigste Beteiligungsgesellschaft mbH & Co. KG |
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| Admission Document Admission Document | This Admission Document dated 26 May 2017. |
| Bluewater GmbH & Co. KG Registered company name: Erste Bluewater Schiffahrtsgesellschaft mbH & Co. KG |
|
| Board or Board of Directors The Board of Directors of the Company. | |
| Company Company MPC Container Ships AS. | |
| FEU Forty Foot Equivalent Unit; a measure used to define capacity in container transportation. |
|
| Group Group MPC Container Ships AS and its wholly owned consolidated subsidiaries. | |
| HoldCo Bluewater GmbH & Co. KG |
Registered company name: 2. Bluewater Holding GmbH & Co. KG |
| IAS International Accounting Standard. | |
| IFRS International Financial Reporting Standards as adopted by the European Union. | |
| ISIN International Securities Identification Number. | |
| Ldt Light displacement ton. | |
| Manager Fearnley Securities AS. | |
| Merkur Market A multilateral trading facility operated by Oslo Børs ASA. | |
| MPC Capital AG MPC Münchmeyer Petersen Capital AG; among the founding shareholders of the Company. |
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| MPC Group MPC Münchmeyer Petersen & Co. GmbH and affiliated companies. | |
| NGAAP The Norwegian Accounting Act and generally accepted accounting principles in Norway. |
|
| NOK Norwegian Kroner, the lawful currency of Norway. | |
| Norwegian Securities Trading | The Norwegian Securities Trading Act of 28 June 2007, no. 75 (Norw.: Act Norwegian Securities Trading Act verdipapirhandelloven). |
| NOTC The Norwegian over-the-counter, operated by the Norwegian Securities Dealers Association. |
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| Registrar Agreement The agreement between the Company and the VPS registrar for the registration of the Shares in book-entry form in the VPS. |
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| Share(s) The shares of the Company, consisting as at the date of this Admission Share(s) document of 14,860,000 common shares each with a par value of NOK 5. |
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| TEU Twenty Foot Equivalent Unit; a measure used to define capacity in container transportation. |
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| USD USD United States Dollars, the lawful currency in the United States. | |
| VPS account VPS account | An account with VPS for the registration of holdings of securities. |
| VPS Registrar VPS Registrar | DNB Bank ASA. |
| VPS VPS The Norwegian Central Securities Depository (Norw.: Verdipapirsentralen ASA). |
13 Appendices
Appendix A – Articles of Association
Articles of Association for MPC Container Ships AS
(Org.no 918 494 316), (as per 20 April 2017)
§ 1
The company's name is MPC CONTAINER SHIPS AS.
§ 2
The company's registered and business office is in the municipality of Oslo.
§ 3
The company's business activity is to (i) invest in maritime assets (vessels, shares in shipowning companies, loans secured by vessels and/or shares in ship-owning companies) with a main focus on small-size containerships between 1,000 and 4,500 TEU, (ii) chartering-out the vessel per time-charter agreements, operate and sell them as well as (iii) working-out the acquired maritime loans in order to take over the securing assets.
§ 4
The company's share capital is NOK 200,030,000 divided into 20,003,000 shares, each of a nominal value of NOK 10.
The company's shares shall be registered in the Norwegian Central Securities Depository.
§ 5
The Company shall have between one and seven board members as the general meeting may decide.
§ 6
MPC Münchmeyer Petersen Capital AG shall have the right to elect 40% of the members of the Board of Directors (rounded down).
If the aggregate share ownership of MPC Münchmeyer Petersen Capital AG and MPC Affiliates falls below 20% of the total number of shares in the Company, MPC Münchmeyer Petersen Capital AG shall only have the right to elect one board member.
If neither MPC Münchmeyer Petersen Capital AG nor any MPC Affiliates owns any shares in the Company, MPC Münchmeyer Petersen Capital AG shall not have the right to elect any board member.
"MPC Affiliates" means any legal or physical person which is directly or indirectly controlled by MPC Münchmeyer Petersen Capital AG or which is jointly controlled by shareholders of MPC Münchmeyer Petersen Capital AG.
The other members of the Board of Directors shall be elected by the general meeting.
§ 7
The authority to sign on behalf of the company is held by the Chairman and the Managing Director jointly or by two board members jointly. They are entitled to delegate the authority to sign on behalf of the company to the full extent.
§ 8
Transfer of shares in the company is not subject to the Board of Directors' consent. Transfer of shares in the company does not trigger a pre-emption right for the other shareholders of the company.
§ 9
The Company shall be liquidated no later than 1 May 2024 unless the general meeting decides otherwise by the majority required to amend the articles of association.
§ 10
When documents concerning matters to be discussed at general meetings in the company have been made available to the shareholders on the company's web pages, the Board of Directors may decide that the documents shall not be sent to the shareholders. This also applies to documents which are required by law or by the articles of association to be included in or appended to notices of general meetings. A shareholder may demand that documents concerning matters to be discussed at the general meeting be sent to him or her. The company cannot demand any form of compensation for sending the documents to the shareholders.
To the extent permitted by law the company may use electronic communications when providing notices or otherwise communicating with its shareholders.
Appendix B – Auditors statement of the Interim Balance Sheet
MPC Container Ships AS
c/o Fearnley Securities AS Grev Wedels plass 9 N-0107 Oslo Norway www.mpc-container.com
Fearnley Securities AS
Grev Wedels plass 9 N-0107 Oslo Norway www.fearnleysecurities.com