Regulatory Filings • Jul 6, 2020
Regulatory Filings
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THIS PRESENTATION AND ITS CONTENTS ARE CONFIDENTIAL AND ARE NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL BY REVIEWING THIS PRESENTATION. THIS PRESENTATION IS NOT AN OFFER OR INVITATION TO BUY OR SELL SECURITIES IN ANY JURISDICTION.
THIS PRESENTATION AND ITS APPENDICES (THE "PRESENTATION") HAS BEEN PREPARED AND ISSUED BY MPC CONTAINER SHIPS ASA (THE "COMPANY" AND TOGETHER WITH ITS SUBSIDIARIES, THE "GROUP") WITH THE ASSISTANCE OF DNB MARKETS, A PART OF DNB BANK ASA, AND PARETO SECURITIES AS (THE "MANAGERS") SOLELY FOR INFORMATION PURPOSES IN CONNECTION WITH THE INVITATION TO PARTICIPATE IN A PROPOSED PRIVATE PLACEMENT (THE "PRIVATE PLACEMENT") OF NEW SHARES (THE "SHARES") IN THE COMPANY.
THIS PRESENTATION DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY, OR A RECOMMENDATION REGARDING, ANY SECURITIES OF THE COMPANY. BY ATTENDING A MEETING WHERE THIS PRESENTATION IS MADE, OR BY READING THE PRESENTATION SLIDES OR BY OTHERWISE RECEIVING THIS PRESENTATION OR THE INFORMATION CONTAINED HEREIN, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS, CONDITIONS AND LIMITATIONS. ANY FAILURE TO COMPLY WITH THE RESTRICTIONS SET OUT HEREIN MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LAWS OR MAY RESULT IN CIVIL, ADMINISTRATIVE OR CRIMINAL LIABILITIES. FOR THE PURPOSES OF THIS NOTICE, "PRESENTATION" MEANS AND INCLUDES THIS DOCUMENT AND ITS APPENDICES, ANY ORAL PRESENTATION GIVEN IN CONNECTION WITH THIS PRESENTATION, ANY QUESTION AND ANSWER SESSION DURING OR AFTER SUCH ORAL PRESENTATION AND ANY WRITTEN OR ORAL MATERIAL DISCUSSED OR DISTRIBUTED DURING ANY ORAL PRESENTATION MEETING.
THIS PRESENTATION HAS ONLY BEEN MADE AND SHALL ONLY BE MADE AVAILABLE TO A LIMITED NUMBER OF PROSPECTIVE INVESTORS (THE "RECIPIENTS").
THE RECIPIENTS ARE REMINDED THAT THE PRESENTATION CONTAINS CONFIDENTIAL AND SENSITIVE INFORMATION. BY ACCEPTING THIS PRESENTATION, EACH RECIPIENT AGREES TO CAUSE THEIR DIRECTORS, OFFICERS, EMPLOYEES, ADVISORS AND OTHER REPRESENTATIVES TO EQUALLY OBSERVE THE COMMITMENTS DESCRIBED IN THIS NOTICE AND TO USE THE PRESENTATION ONLY TO EVALUATE THE INVESTMENT AND NOT DISCLOSE ANY SUCH INFORMATION TO ANY OTHER PARTY.
NO REPRESENTATION, WARRANTY OR UNDERTAKING, EXPRESS OR IMPLIED, IS MADE BY THE COMPANY, ITS AFFILIATES OR REPRESENTATIVES OR ANY OF THE MANAGERS ("COVERED PERSONS") AS TO, AND NO RELIANCE SHOULD BE PLACED ON, THE FAIRNESS, ACCURACY, COMPLETENESS OR CORRECTNESS OF THE INFORMATION OR THE OPINIONS CONTAINED HEREIN, FOR ANY PURPOSE WHATSOEVER. NEITHER THE COMPANY OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, ADVISORS OR ANY PERSON ACTING ON THEIR BEHALF NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES OR ANY OF THE MANAGERS SHALL HAVE ANY RESPONSIBILITY OR LIABILITY WHATSOEVER (FOR NEGLIGENCE OR OTHERWISE) FOR ANY LOSS WHATSOEVER AND HOWSOEVER ARISING FROM ANY USE OF THIS PRESENTATION OR ITS CONTENTS OR OTHERWISE ARISING IN CONNECTION WITH THIS PRESENTATION.
THIS PRESENTATION SPEAKS AS OF THE DATE HEREOF, AND THE MATERIAL AND THE VIEWS EXPRESSED HEREIN ARE SUBJECT TO CHANGE UPDATING, REVISION, VERIFICATION, CORRECTION, COMPLETION, AMENDMENT AND MAY CHANGE MATERIALLY AND WITHOUT NOTICE BASED ON A NUMBER OF FACTORS, INCLUDING, WITHOUT LIMITATION, MACROECONOMIC AND EQUITY MARKET CONDITIONS, INVESTOR ATTITUDE AND DEMAND, THE BUSINESS PROSPECTS OF THE COMPANY AND OTHER SPECIFIC ISSUES SUCH AS IMPLICATIONS OF THE COVID-19 PANDEMIC. NONE OF THE COMPANY, ITS AFFILIATES OR REPRESENTATIVES OR ANY OF THE MANAGERS UNDERTAKE ANY OBLIGATION TO PROVIDE THE RECIPIENT WITH ACCESS TO ANY ADDITIONAL INFORMATION OR TO UPDATE THIS PRESENTATION OR ANY INFORMATION OR TO CORRECT ANY INACCURACIES IN ANY SUCH INFORMATION. THE INFORMATION CONTAINED IN THIS PRESENTATION SHOULD BE CONSIDERED IN THE CONTEXT OF THE CIRCUMSTANCES PREVAILING AT THE TIME AND HAS NOT BEEN, AND WILL NOT BE, UPDATED TO REFLECT DEVELOPMENTS THAT MAY OCCUR AFTER THE DATE OF THIS PRESENTATION. THESE MATERIALS DO NOT PURPORT TO CONTAIN A COMPLETE DESCRIPTION OF THE GROUP OR THE MARKET(S) IN WHICH THE GROUP OPERATES, NOR DO THEY PROVIDE AN AUDITED VALUATION OF THE GROUP. THE ANALYSES CONTAINED IN THESE MATERIALS ARE NOT, AND DO NOT PURPORT TO BE, APPRAISALS OF THE ASSETS, STOCK OR BUSINESS OF THE GROUP OR ANY OTHER PERSON. MOREOVER, THESE MATERIALS ARE INCOMPLETE WITHOUT REFERENCE TO, AND SHOULD BE VIEWED AND CONSIDERED SOLELY IN CONJUNCTION WITH, THE ORAL BRIEFING PROVIDED BY AN AUTHORISED REPRESENTATIVE OF THE COMPANY IN RELATION TO THESE MATERIALS.
THE COMPANY HAS NOT AUTHORISED ANY OTHER PERSON TO PROVIDE ANY PERSONS WITH ANY OTHER INFORMATION RELATED TO THE GROUP AND NEITHER THE COMPANY NOR ANY OF THE MANAGERS WILL ASSUME ANY RESPONSIBILITY FOR ANY INFORMATION OTHER PERSONS MAY PROVIDE.
AN INVESTMENT IN THE COMPANY WILL INVOLVE SIGNIFICANT RISKS AND SEVERAL FACTORS COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS THAT MAY BE EXPRESSED OR IMPLIED BY STATEMENTS AND INFORMATION IN THIS PRESENTATION. RECIPIENTS SHOULD REVIEW THE PRESENTATION AND RELATED TRANSACTION DOCUMENTATION PRIOR TO MAKING AN INVESTMENT DECISION. INVESTORS SHOULD HAVE THE FINANCIAL ABILITY AND WILLINGNESS TO ACCEPT THE RISK CHARACTERISTICS OF THE COMPANY AND THE COMPANY'S INVESTMENTS. RECIPIENTS MUST CONDUCT THEIR OWN INDEPENDENT ANALYSIS AND APPRAISAL OF THE COMPANY AND OF THE DATA CONTAINED OR REFERRED TO HEREIN AND IN OTHER DISCLOSED INFORMATION, AND RISKS RELATED TO AN INVESTMENT, AND THEY MUST RELY SOLELY ON THEIR OWN JUDGEMENT AND THAT OF THEIR QUALIFIED ADVISORS IN EVALUATING THE COMPANY AND THE COMPANY'S BUSINESS STRATEGY, AND IN DETERMINING THE DESIRABILITY OF THE INVESTMENT.
THE INFORMATION CONTAINED IN THIS PRESENTATION HAS BEEN OBTAINED FROM THE COMPANY. THE RECIPIENT SHOULD CAREFULLY REVIEW THE NON-EXHAUSTIVE OVERVIEW OF RELEVANT RISK FACTORS SECTION "RISK FACTORS" IN THIS PRESENTATION, AS WELL AS THE INFORMATION CONTAINED ELSEWHERE IN THE PRESENTATION. IF ANY OF THESE RISKS WERE TO MATERIALISE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS OR PERFORMANCE MAY VARY MATERIALLY FROM THOSE DESCRIBED IN THIS PRESENTATION AND COULD HAVE A MATERIAL ADVERSE EFFECT ON THE GROUP, ITS FINANCIAL CONDITION, RESULTS OF OPERATIONS, LIQUIDITY AND/OR PROSPECTS, THE MARKET VALUE OF THE COMPANY'S SHARES COULD DECLINE, AND INVESTORS MAY LOSE ALL OR PART OF THEIR INVESTMENT. AN INVESTMENT IN THE COMPANY IS SUITABLE ONLY FOR INVESTORS WHO UNDERSTAND THE RISK FACTORS ASSOCIATED WITH THIS TYPE OF INVESTMENT AND WHO CAN AFFORD A LOSS OF ALL OR PART OF THEIR INVESTMENT.

THE CONTENTS OF THIS PRESENTATION ARE NOT TO BE CONSTRUED AS FINANCIAL, LEGAL, BUSINESS, INVESTMENT, TAX OR OTHER PROFESSIONAL ADVICE. EACH RECIPIENT SHOULD CONSULT WITH ITS OWN FINANCIAL, LEGAL, BUSINESS, INVESTMENT AND TAX ADVISERS TO RECEIVE FINANCIAL, LEGAL, BUSINESS, INVESTMENT AND TAX ADVICE. IN PARTICULAR, NOTHING HEREIN SHALL BE TAKEN AS CONSTITUTING THE GIVING OF INVESTMENT ADVICE AND THESE MATERIALS ARE NOT INTENDED TO PROVIDE, AND MUST NOT BE TAKEN AS, THE EXCLUSIVE BASIS OF ANY ANVESTMENT DECISION OR OTHER VALUATION AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION BY THE COMPANY (OR ANY OF ITS AFFILIATES) OR THE MANAGERS THAT ANY RECIPIENT ENTERS INTO ANY TRANSACTION. THESE MATERIALS COMPRISE A GENERAL SUMMARY OF CERTAIN MATTERS IN CONNECTION WITH THE GROUP. THESE MATERIALS DO NOT PURPORT TO CONTAIN ALL OF THE INFORMATION THAT ANY RECIPIENT MAY REQUIRE TO MAKE A DECISION WITH REGARDS TO ANY TRANSACTION. ANY DECISION AS TO WHETHER OR NOT TO ENTER INTO ANY TRANSACTION SHOULD BE TAKEN SOLELY BY THE RELEVANT RECIPIENT. BEFORE ENTERING INTO SUCH TRANSACTION, EACH RECIPIENT SHOULD TAKE STEPS TO ENSURE THAT IT FULLY UNDERSTANDS SUCH TRANSACTION AND HAS MADE AN INDEPENDENT ASSESSMENTS OF THE APPROPRIATENESS OF SUCH TRANSACTION IN THE LIGHT OF ITS OWN OBJECTIVES AND CIRCUMSTANCES, INCLUDING THE POSSIBLE RISKS AND BENEFITS OF ENTERING INTO SUCH TRANSACTION.
THIS PRESENTATION CONTAINS FORWARD-LOOKING INFORMATION AND STATEMENTS RELATING TO THE BUSINESS, FINANCIAL PERFORMANCE AND RESULTS OF THE GROUP AND/OR INDUSTRY AND MARKETS IN WHICH IT OPERATES. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT RELATE TO FUTURE CIRCUMSTANCES AND RESULTS AND OTHER STATEMENTS THAT ARE NOT HISTORICAL FACTS AND MAY SOMETIMES BE IDENTIFIED BY WORDS SUCH AS "AIMS", "ANTICIPATES", "BELIEVES", "ESTIMATES", "EXPECTS", "FORESEES", "INTENDS", "PLANS", "PREDICTS", "PROJECTS", "TARGETS", AND SIMILAR EXPRESSIONS. THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS PRESENTATION, INCLUDING ASSUMPTIONS, OPINIONS AND VIEWS OF THE COMPANY OR CITED FROM THIRD PARTY SOURCES, ARE SOLELY OPINIONS AND FORECASTS WHICH ARE SUBJECT TO MATERIAL RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE ACTUAL EVENTS TO DIFFER MATERIALLY FROM ANY ANTICIPATED DEVELOPMENT. FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND RISKS, UNCERTAINTIES AND OTHER IMPORTANT FACTORS COULD CAUSE THE ACTUAL RESULTS OF OPERATIONS, FINANCIAL CONDITION AND LIQUIDITY OF THE GROUP OR THE INDUSTRY TO DIFFER MATERIALLY FROM THIS RESULTS EXPRESSED OR IMPLIED IN THIS PRESENTATION BY SUCH FORWARD-LOOKING STATEMENTS. NO REPRESENTATION IS MADE THAT ANY OF THESE FORWARD-LOOKING STATEMENTS OR FORECASTS WILL COME TO PASS OR THAT ANY FORECAST RESULT WILL BE ACHIEVED AND YOU ARE CAUTIONED NOT TO PLACE ANY UNDUE INFLUENCE ON ANY FORWARD-LOOKING STATEMENT. NEITHER THE COMPANY NOR THE MANAGER NOR ANY OF THEIR PARENT OR SUBSIDIARY UNDERTAKINGS, AFFILIATES NOR ADVISORS NOR ANY SUCH PERSON'S OFFICERS OR EMPLOYEES PROVIDE ANY ASSURANCE THAT THE ASSUMPTIONS UNDERLYING SUCH FORWARD-LOOKING STATEMENTS ARE FREE FROM ERRORS, NOR DO ANY OF THEM ACCEPT ANY RESPONSIBILITY FOR THE FUTURE ACCURACY OF THE OPINIONS EXPRESSED IN THIS PRESENTATION OR THE ACTUAL OCCURRENCE OF THE FORECASTED DEVELOPMENTS. THE COMPANY ASSUMES NO OBLIGATION, EXCEPT AS REQUIRED BY LAW, TO UPDATE ANY FORWARD-LOOKING STATEMENTS OR TO CONFORM THESE FORWARD-LOOKING STATEMENTS TO ITS ACTUAL RESULTS.
THIS PRESENTATION HAS NOT BEEN REVIEWED BY OR REGISTERED WITH ANY PUBLIC AUTHORITY OR STOCK EXCHANGE. NEITHER THE COMPANY, NOR THE MANAGER HAVE AUTHORIZED ANY OFFER TO THE PUBLIC OF SECURITIES, OR HAVE UNDERTAKEN OR PLANS TO UNDERTAKE, ANY ACTION TO MAKE AN OFFER OF SECURITIES TO THE PUBLIC REQUIRING THE PUBLICATION OF AN OFFERING PROSPECTUS, IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED THE EU PROSPECTIVE DIRECTIVE (DIRECTIVE 2003/71/EC), AS AMENDED. NO OFFER OF ANY SECURITIES IS DIRECTED TO PERSONS IN ANY JURISDICTION WHERE SUCH AN OFFER WOULD BE IN VIOLATION OF APPLICABLE LAWS OR WHOSE ACCEPTANCE OF SUCH AN OFFER WOULD REQUIRE THAT (I) FURTHER DOCUMENTS ARE ISSUED IN ORDER FOR THE OFFER TO COMPLY WITH LOCAL LAW OR (II) REGISTRATION OR OTHER MEASURES ARE TAKEN PURSUANT TO LOCAL LAW.
THIS PRESENTATION AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES AND ARE NOT FOR PUBLICATION OR DISTRIBUTION TO U.S. PERSONS (WITHIN THE MEANING OF REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")). THE SECURITIES PROPOSED TO BE OFFERED IN THE COMPANY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SHARES OF THE COMPANY HAVE NOT AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR ANY STATE SECURITIES LAW AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT IS AVAILABLE.
THIS PRESENTATION IS DIRECTED AT PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE REGULATION (EU) 2017/1129 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 14 JUNE 2017 ("QUALIFIED INVESTORS"). IN ADDITION, IN THE UNITED KINGDOM, THIS PRESENTATION IS ADDRESSED TO AND DIRECTED ONLY AT, "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 WHO ARE ALSO (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (II) HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS PRESENTATION MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER THAN NORWAY, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRESENTATION RELATES IS AVAILABLE IN THE UNITED KINGDOM ONLY TO PERSONS THAT ARE BOTH RELEVANT PERSONS AND QUALIFIED INVESTORS, AND IN MEMBER STATES OF THE EEA OTHER THAN NORWAY AND THE UNITED KINGDOM ONLY TO PERSONS THAT ARE QUALIFIED INVESTORS, AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS.
THIS PRESENTATION IS SUBJECT TO NORWEGIAN LAW, AND ANY DISPUTE ARISING IN RESPECT OF THIS PRESENTATION IS SUBJECT TO THE EXCLUSIVE JURISDICTION OF NORWEGIAN COURTS.
THE CONTENTS OF THIS PRESENTATION ARE NOT TO BE CONSTRUED AS FINANCIAL, LEGAL, BUSINESS, INVESTMENT, TAX OR OTHER PROFESSIONAL ADVICE. EACH PROSPECTIVE INVESTOR SHOULD THEREFORE CONSULT WITH ITS OWN FINANCIAL, LEGAL, BUSINESS, TAX OR OTHER ADVISER AS TO FINANCIAL, LEGAL, BUSINESS AND TAX ADVICE.
BY RECEIVING THIS PRESENTATION, EACH RECIPIENT AGREES TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH ABOVE AND REPRESENTS THAT IT IS A QUALIFIED INSTITUTIONAL OR OTHER PROFESSIONAL INVESTOR WHO IS SUFFICIENTLY EXPERIENCED TO UNDERSTAND THE ASPECTS AND RISKS RELATED TO AN INVESTMENT IN THE COMPANY, AND WHO WILL OBTAIN ADDITIONAL EXPERT ADVICE WHERE AND WHEN NEEDED.


Investment Opportunity Company Update Market Update Risk Factors Appendix


| Offering: | • Fully underwritten Private Placement of new shares to raise gross proceeds of USD 27.5 million, equivalent to c. NOK 260 million |
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|---|---|---|
| • Ticker: MPCCNO, ISIN NO 001 0791353 |
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| Subscription price: | • NOK 1.00 per Offer Share |
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| Pre-money share capital |
• Prior to the offering, there are 91,503,000 shares outstanding, each with a par value of NOK 1 |
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| Use of proceeds: | • Strengthen the Company's balance sheet and cash position to create a comfortable liquidity runway through the downturn created by COVID-19 • Satisfy the conditions for the approvals from creditors in the recapitalization process |
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| Underwriting: | • STAR Spike Limited, CSI Beteiligungsgesellschaft mbH (& associated parties) and Pilgrim Global ICAV have committed to underwrite the full Private Placement at the Offer Price • Underwriters entitled to an underwriting commission of 4% of the respective Underwriter's underwriting commitment in excess of its pro rata portion of the Private Placement, settled by issuance of new shares to the Underwriters at the Offer Price |
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| Allocation criteria: | • The allocation will be made at the sole discretion of the Company's board of directors • The Company's board of directors, together with the Managers, will focus on criteria such as (but not limited to) current ownership in the Company, timeliness of the application, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon • The Underwriters have been guaranteed allocation of their pro rata shareholding of the Private Placement |
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| Investor requirement: | • (i) Norwegian investors, (ii) international institutional investors subject to applicable selling restrictions and (iii) major international institutional investors pursuant to Regulation S and QIBs as defined by Rule 144A |
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| Minimum order and allocation amount: |
• NOK equivalent of EUR 100,000 |
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| Managers: | • DNB Markets and Pareto Securities AS |
| • Start of application period: 6 July 2020 at 16:30 CEST |
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| Application period: | • Close of application period: 9 July 2020 at 12:00 CEST. |
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| • The Company may extend or shorten the application period at any time and for any reason on short notice |
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| • Notification of conditional allocation: On or about 10 July 2020 |
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| • Extraordinary general meeting: 13 July 2020 |
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| • Payment date: Expected on or about 15 July 2020 |
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| • Delivery date: Expected on or about 21 July 2020 |
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| Allocation, settlement and trading: |
• First day of trading on the Oslo Stock Exchange for the Offer Shares: Expected towards the end of July 2020 |
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| • The Offer Shares in the Private Placement will be delivered on a separate ISIN (NO 001 0887243) and will not be tradable on the OSE until a listing prospectus has been approved by the FSA of Norway and published to the general public |
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| Closing conditions: | • Execution of all required corporate resolutions, including EGM resolution expected to be made on 13 July 2020 |
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| Subsequent offering: | • The Company will, subject to completion of the Private Placement carry out a subsequent offering of new shares at the Offer Price of NOK 1.00 per share, directed towards shareholders of the Company as of 9 July 2020 (as registered in VPS on 13 July 2020), (i) who did not participate in the Private Placement, (ii) whose pro rata share of the Private Placement on basis of their shareholding is less than EUR 100,000 as of 9 July 2020, and (iii) who are not resident in a jurisdiction where such offering would be unlawful |
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| Selling and transfer restrictions: |
• Offer Shares are "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act |
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| Documentation: | • This Presentation, terms of application, term sheet and stock exchange announcement |
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| Target market: | • Non-professional, Professional and eligible counterparties. • Negative target market: An investment in the Offer Shares is not compatible with investors looking for full capital protection or full repayment of the amount invested or having no risk tolerance, or investors requiring a fully guaranteed income or fully predictable |
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| return profile |
7 Please refer to the Term Sheet for the full terms


| Leading feeder owner and operator with strong industry network |
Owner and operator of one of the largest feeder containership fleets globally Diversified fleet with spot vs. charter flexibility that provides significant operational leverage Leading corporate set-up, competitive overhead and OPEX and industry low cash break-even levels Strong operational and chartering performance compared to benchmark |
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| Creditor support for a recapitalization to take company through COVID-19 |
Waiver of financial covenants for bond and CIT silos until 2021 Flexibility for PIK interests and/or sale of assets with use proceeds for working capital purposes (in the bond silo) 6 months extension of bond maturity until 22 March 2023 |
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| Comfortable liquidity runway even at today's depressed charter rates |
Fully underwritten USD 27.5m private placement + proceeds from a repair offering bolstering the liquidity position Comfortable liquidity runway through 2021 even at today's depressed charter rates and utilization Scrubber program completed – LT scrubber-related employments adding revenue backlog in challenging market Sustainable improvements of cash break-even through implementation of cost optimization program |
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| Leveraged low-cost option on a feeder market recovery |
Highly attractive entry point with asset values near all-time lows and issue price at discount to NAV/GAV USD 1m increase in value/vessel implies a +50% uplift to NAV, and a +170% relative increase to post-money market cap at NOK 1/share USD 1,000/day increase in average charter rates implies a +50% uplift in the post-money market cap at NOK 1/share Significant cash flow and de-leveraging capacity when the market recovers |

| 1 | Bolstering liquidity position to address increased market risk |
USD 27.5m of new equity through this fully underwritten private placement Proceeds from a repair offering to further strengthen liquidity USD 12.0m of available liquidity measures through flexibility to PIK interest and/or release proceeds from sale of Vessels from the Disposal Account for working capital purposes (not including USD 2.5m reduction in minimum liquidity covenant) |
USDm 12 28 69 29 Cash as per Private PIK/asset sale Pro forma (2) Q2 '20 placement liquidity |
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| 2 | Waivers to address covenant risks |
Group Book equity (40 %): Bond/CIT: Waived to 31 Mar. '21, then ≥ 20% until 31 Dec. 2021 Minimum liquidity (≥ 5%): Bond: financial indebtedness Issuer reduced USD 7.5m until 31 Dec. 21 adjusted to meet Bond until Dec. 21(3) CIT: financial indebtedness Group Vessel LTV Ratio: Bond: ≤ 75% Waived until 31 Dec. 2021 CIT:≤ 55% Waived until 31 Dec. 2021(3) ICR Covenant (EBITDA/Interest = min 2.5x): Waived until 31 Dec. 2021(3) CIT: triggered if LTV ≥ 40% |
Jun Sep Dec Mar Jun Sep Dec Date 20 20 20 21 21 21 21 Book equity Minimum liquidity Vessel LTV ratio ICR Covenant waived |
| 3 | Maturity extension increasing re financing flexibility |
6 months extension of the USD 200m Secured Bonds maturity until 22 Mar. 2023 Coupon increased by 150 bps in extension period Increased redemption price at maturity to 104% and increased call option price from March 2021 Limitations on dividends (i) from Company until financial covenants back at initially agreed levels and (ii) from Issuer until Bonds are repaid |
Pre amendment Post amendment 2020 2021 2022 2023 2020 2021 2022 2023 11 11 29 200 57 200 29 57 229 257 Senior secured bonds CIT Credit Facility Senior secured term loans Bluewater facility |
(1) Flexibility to PIK interest payments limited up to 2/3 of the Bonds (applied pro rata) on each relevant interest payment date until (and including) the interest payment date in June 2021 by way of issuance of additional Bonds at a margin of 575 bps (on the part of the interest paid as PIK interest only)
(2) Indicative figures as per end of Q2 2020 / subject to quarterly closing procedures
(3) Subject to milestones Dec. 2020 / June 2021
10


(1) MPCC Group not including Bluewater JV
11



Sources: Clarksons
12
(1) Assuming enterprise value of USD 253m (issue price of NOK 1.0/share and 352m shares outstanding post transaction) allocated based on broker valuations as of June 2020
(2) For 1,000-1,500 TEU, based on initial sale price level for AS Leona/AS Lauretta (pre-COVID); for 1,700 TEU / 2,500-2,800 TEU, based on real market transactions in February


13





Robust liquidity position and covenant waivers to sustain a continued challenging market following COVID-19

Extension of maturity increasing re-financing flexibility and added cash-build potential from the anticipated upcycle

Highly attractive entry point with asset values close to historical lows and issue price at discount to gross and net asset values

Significant leverage towards a feeder market recovery: USD 1m uplift in value per vessel, implies a +50% uplift to NAV, and a +170% relative increase to post-money market cap at NOK 1/share

Strong de-leveraging capacity in the next up-cycle through low cash breakeven on a 68 strong feeder fleet with significant earnings capacity

Transaction Background Investment Opportunity

| Operating Revenue: |
USD 46.0m (Q4 2019: USD 44.2m) |
|---|---|
| EBITDA: |
USD 7.5m (Q4 2019: USD 4.8m) |
| Operating Cash Flow: |
USD 12.8m (Q4 2019: USD 12.7m) |
| Net Loss: |
USD 10.7m (Q4 2019: USD 14.2m) |
| | (1): Fleet Utilization |
87% (Q4 2019: 89%) compared to 89% excluding scrubber related off-hire (Q4 2019: 94%) |
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| | Average TCE: | USD 8,969 per day (Q4 2019: USD 8,505 per day) |
| | Average OPEX(2): | USD 4,624 per vessel per day (Q4 2019: USD 4,844 per vessel per day) |
| | Average EBITDA: | USD 1,378 per vessel per day (Q4 2019: USD 878 per vessel per day) |

Market
| Successful completion of scrubber program and intense fixing activities | |
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| Operations | • All 10 vessels selected for scrubber retrofits successfully completed: Secured long-term scrubber-related employments serve as important contributor to earnings visibility in current market environment |
| • De-risking COVID-19 employment exposure by increasing charter activities: YTD MPCC concluded 92 fixtures with 41 different operators of average fixed rate of USD 7,478 p.d. and average duration of four months |
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| • Highly competitive OPEX across the fleet (Q1: USD 4,624 per vessel p.d.), further cost reduction measures implemented with even more competitive cost level target |
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| Strong focus on liquidity levels to preserve flexibility in extreme market environment | |
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| • Revenues affected by deteriorating charter market, H1 2020 results still affected by CAPEX-intensive scrubber program (capex and off-hire) |
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| Financials | • Execution of additional precautious measures to bolster liquidity: NOK 125m overnight equity private placement in February 2020 and sale of two vessels (2) |
| • Non-performance of buyer of AS Leona and AS Lauretta, legal actions in progress. New MoA signed for AS Leona and AS Lauretta (for a sales price USD 5.5m and USD 5.0m, respectively) |
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| • Obtained bondholder support for a recapitalization solution to ensure 18 months liquidity runway and ensure 18 month liquidity run-way at current depressed charter rates and utilization |
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| Recapitalization adding strength to balance sheet with a pro forma cash position of USD 57m (3) plus additional liquidity optionality for bond • issuer through flexibility to PIK interest and/or release proceeds from disposal account for working capital purposes |
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(3) Pro forma cash position is calculated as cash as per Q2 2020 plus amount from private placement, excluding additional liquidity from a repair offering


Avg. idle statistics (LTM)

Data source: Harper Petersen (June 2020), Clarksons (June 2020) Data source: Harper Petersen (June 2020), Alphaliner (June 2020)


Fundamentals intact and expected to regain momentum post COVID-19
Charter rate recovery and S&P market rebound
Operating cash flows insufficient to cover costs
Financial restructuring and further internal measures to weather the crisis and position for market recovery

INDUSTRY
COMPANY


Demand set to outpace supply in 2021 which should support the recovery


• World seaborne container trade historically grown at a steady pace of +3.8% p.a.
During the financial crisis, container trade dropped by ~10% before recovering in 2010


Flexible vessels expected to be in good demand due to shifts in supply chains and trading patterns


TOTAL FLEET HISTORIC DEVELOPMENT
FEEDER FLEET FORECASTS (0.1 – 3K TEU)

Total fleet increased significantly since 2010 with the strongest increase in the larger size classes (vessels >6k TEU). The feeder fleet from 1k to 3k TEU even decreased slightly
Going forward, the feeder fleet is expected to decrease over the coming years; Scrapping of 150k TEU to 200k TEU forecasted until end 2023 and far less expected deliveries


Historical low orderbook supports moderate supply growth; The order book is at historic low levels with only 2.3m TEU for the total fleet (10% of the fleet). Only 359k TEU feeder capacity is on order.

Only 9 feeders ordered YTD, well below historical levels of ~70 pa. since 2010. Similar trend seen in the aftermath of the financial crisis when market where weak and uncertainty high.


Existing feeder fleet of 2,007 units







Significant decrease in time-charter rates / recent improvement in idle numbers visible

Transaction Background Investment Opportunity Company Update Market Update

The Company will invest in and operate assets in the container shipping sector which are subject to significant risks. The risks and uncertainties described in this Presentation are risks of which the Company is aware and considers to be material to its business, and investors in the equity and/or the bonds and other recipients of this Presentation will be deemed to have acknowledged that any investment in the container sector and the Company will carry a high risk and that, accordingly, an investor may suffer a loss on such investment. Such a loss will be limited to the investor's investment. 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 investment 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 of the risk factors below is not exhaustive, and there may be other risks relevant to the Company, the Group and its business which are not stated herein. The sequence of the risk factors below is not set out according to importance. If any of the following risks were to materialize, either individually, cumulatively or together with other circumstances, it could have a material adverse effect on the Group and/or its business, results of operations, cash flows, financial conditions and/or prospects, which may cause a decline in the value and trading price of the Shares, resulting in a loss of all part of an investment in the Offer Shares. Investors, including without limitation the holders of the bonds, should carefully consider the factors set out below and elsewhere in this presentation, 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. An investment in the Company entails significant risks and is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of the investment. Against this background, investors in the equity and/or the bonds and other recipients of this Presentation should make a careful assessment of the Company and its prospects, and should consult his or her own expert advisors, before deciding whether or not to support the proposed amendments to the Group's financing arrangements as set out in this Presentation.
The Group's earnings and available cash is dependent on the Group's ability to charge profitable hire or freight rates for its vessels. Following the outbreak of COVID-19, the Group is experiencing significantly reduced charter rates and utilization of its fleet due to lower containerised freight volumes globally, and the order activity in the vessel charter market has been geared towards larger vessels. The Company has experienced 450 blanked sailings on routes connection Asia, US and Europe, and difficulties selling vessels. These developments are expected to adversely impact the Group's liquidity and ability to be in compliance with covenants under some of its loan agreements in the short to mid-term. Consequently, the Group has proposed certain amendments to its financing arrangements as set out herein.
The amendments proposed and agreed with respect to the Group's financing arrangements are subject to e.g. documentation and are not completed and such completion is subject to uncertainty. There is a risk that the relevant amendments to the Group's financing will not be completed as contemplated, or has to be completed on less favourable terms or will not be completed at all. The failure of the Group to achieve the amendments could have a material adverse impact on the Company's ability to satisfy its payment obligations and ultimately a risk of a potential bankruptcy (full liquidation) as the ultimate consequence thereof. There is further a risk that the Company may continue to be unable to satisfy its payments obligations even if it completes the proposed amendments to the Group's financing.
The financial information included in this presentation does not provide a complete overview of the Company financial condition. The financial information contains estimates and has not been audited by the Company's auditor. Any estimates included in this presentation can only be seen as indications for the Company's expected future performance. All financial information contained in this presentation may be subject to substantial changes.
In considering the historic performance of the Company, investors should bear in mind that past performance is not necessarily indicative of future results, and there can be no assurance the Company will achieve comparable results.

The Company is dependent on revenues generated from the business of transporting containers. Due to the lack of diversification in the Company's lines of business, an adverse development in the Company's container business, or in the container shipping industry, generally would have a significant impact on the Company's business, financial condition and results of operations.
Suitable assets 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 funds available to the Company.
The Company will complete reasonable and appropriate technical, commercial and legal due diligence prior to making an investment. Such due diligence will primarily be based on information which may only be available through certain third parties. Such information may be erroneous, incomplete and/or misleading, and there can be no assurance that all material issues will be uncovered.
The Company has entered into technical ship management agreements with its vessel-owning subsidiaries. The performance of technical ship management services is subcontracted to the specialized ship managers. Under these agreements, the Company is responsible for the technical management for the Group's vessels. The Company bears all operational risks associated with the ship management of the vessels as well as counterparty risks in connection with the sub-contracting of services. The loss of such ship managers' services or their failure to perform their obligations to the Group could materially and adversely affect the results of the Group's operations.
Although the Company's management will monitor the performance of each investment, the Company will rely upon the technical and day-to-day management of the assets. There can be no assurance that such management will operate successfully.
The Company will own, operate and make investments in assets that are illiquid and not traded on any regulated market. The realisation 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 be able to sell vessels when required or needed.
The service life of the Company's vessels will depend on many factors, including charterers' preferences with regard to age, as well as the vessels' technical condition, efficiency and the cost of keeping them in operation compared to their ability to produce earnings. The cost associated with the repair and maintenance of vessels normally increases with age. The Company's vessels may not be in the technical conditions assumed by the Company. There are to the best of the Company's knowledge no indications from operating the vessels or from other regulatory authorities that the vessels are in unsatisfied condition.

Any operational downtime of the Company's vessels or any failure to secure employment for any vessel, or failure to secure employment for vessels at satisfactory rates will affect the Company's results. Furthermore, off-hire due to technical or other problems to any vessel could be materially disruptive to the Company's financial results. Operational downtime could come as a result of several factors outside the Company's control such as a result of repair work. The timing and costs of repairs on the Company's vessels are difficult to predict with certainty and may be substantial. The loss of earnings while these vessels are being repaired, as well as the actual cost of these repairs, would decrease the Company's results of operations.
The Company or its subsidiaries engage and may engage in the future 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. Such hedging transactions, if entered into, may be insufficient to protect against currency or interest rate exposure, and may also lead to losses for the Company.
The international maritime organization ("IMO") has passed regulations that from 2020 lower the limit of sulphur content in fuel oil. Most shipping companies are likely to switch from high sulphur fuel oil ("HSFO") to low sulphur fuels oils ("LSFO") or to install exhaust gas cleaning systems ("SCRUBBERS") that allow for continued consumption of HSFO. The Company has installed scrubbers on 10 of its vessels. For some/all of these scrubber-retrofitted vessels, the Company have entered into, and may in the future enter into, charter parties with savings sharing mechanisms linked to the spread between the prices of HSFO and LSFO. As a result, the Company will be affected by the spread between the prices of LSFO and HSFO. A reduced LSFO/HSFO spread may have a material negative impact on the Company.
There are risks related to the use of scrubbers that have been installed on 10 of the Company's vessels, including risks related to the maintenance of scrubbers and any corrosion issues that may arise. There is also a risk that the IMO will resolve to implement new regulations that may impose additional requirements for scrubbers or restrict the use of scrubbers. This could have a material negative effect on the Company.
The Company will own, operate and invest in assets that are not traded on 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 viewed 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.
The Company operates in a capital-intensive industry, and it may require additional capital in the future due to unforeseen liabilities, net cash flow shortfalls or in order to take advantage of business opportunities or to refinance all or part of existing and future debt obligations. There can be no assurance that the Company will be able to obtain necessary capital in a timely manner on acceptable terms. If the Company is unable to obtain future debt and/or equity financing, it may have a material adverse effect on the Company's operations and financial condition.
Following the outbreak of COVID-19, the Group is experiencing significantly reduced charter rates and utilization of its fleet due to lower containerised freight volumes globally. These developments are, absent of effective mitigating measures, expected to adversely impact the Group's liquidity and ability to be in compliance with covenants under some of its loan agreements in the short to mid-term.
The Group's financial position has also been affected as the initial contractual buyer of as Leona and as Lauretta has not fulfilled its legal commitments in the contract and accordingly the sale of the vessels has not been executed. The Group has initiated arbitration proceedings against the contractual buyer for any loss occurred due to the cancellation of the contracts.

The Company may require additional capital in the future due to unforeseen liabilities, net cash flow shortfalls or in order to take advantage of business opportunities. There can be no assurance that the Company will be able to obtain necessary financing in a timely manner on acceptable terms. 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 resulting lack of available credit and/or higher financing costs and more onerous terms may materially impact the performance of certain investments with a potential adverse impact on both working capital and term debt availability and on exit options. Furthermore, if the Company is unable to comply with the restrictions and covenants in its debt financing agreements or in future debt financing agreements, there could be a default under the terms of those agreements. The Company's ability to comply with these restrictions and covenants is dependent on its future performance and may be affected by events beyond its control. If a default occurs, lenders could terminate their commitments to lend or accelerate the outstanding loans and declare all amounts borrowed due and payable. If any such event occurs, the Company cannot guarantee that its assets will be sufficient to repay in full all of its outstanding indebtedness, and the Company may be unable to find alternative financing.
US dollars ("USD") is the functional and reporting currency of the Company. 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.
Any changes in the interest rate would directly affect prospective returns of the Company. Indebtedness under bond or credit facilities may be subject to floating rates of interest. 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.
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.
The technical operation of a vessel has a significant impact on the vessels' economic life, and 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. Failure to adequately maintain the technical operation of a vessel may adversely impact the operating expenses and other costs and accordingly the potential realisation values that can be obtained.
The performance of the Company depends heavily on its counterparties' ability to perform their obligations under, for instance, agreed charter parties. The Company is consequently exposed to the risk of contractual defaults by its counterparties. Any default by a counterparty of its obligations under its agreements with a special-purpose vehicle ("SPV") may have material adverse consequences on the Company's financial condition.

The Company uses information technology ("IT") systems to communicate with and monitor its vessels, and the vessels rely on it systems for their operations. The Company has firewalls, anti-virus programs and other safety measures in place. However, there can be no assurances that any measures that the Group implements to prevent and prepare for cyber-attacks will not be circumvented in the future, or that the Company will be able to successfully identify and prevent such cyber security issues in the future. Disruptions may also be caused by natural disasters, catastrophic events and other events outside the Company's control, which are difficult or impossible to prevent or prepare for. Any disruption, failure or security breaches of these systems could disrupt the Company's operations and result in decreased performance, significant remediation costs, down-time, data loss and the loss of suppliers or customers.
The Company's vessels carry pollutants. Accordingly, there will always be certain environmental risks and potential liabilities involved in the ownership of commercial shipping vessels.
It is expected that the Company's vessels will operate in a variety of geographic regions. Consequently, the Company may be exposed to political risk, risk of piracy, corruption, terrorism, outbreak of war, 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 events do occur.
The hull and machinery of every commercial vessel must be certified as being "in class" by a classification society authorised by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the safety of life at sea convention (the "SOLAS"). A vessel must undergo annual surveys, intermediate surveys and special surveys. In lieu of a special survey, a vessel's machinery may be placed on a continuous survey cycle, under which the machinery would be surveyed periodically over a fiveyear period. If any vessel does not maintain its class or fails any annual, intermediate or special survey, the vessel will be unable to trade between ports and will be unemployable, which could have a material adverse effect on the Company's business, financial condition, results of operation and liquidity.
The Group's vessels require substantial capital expenditures to maintain and modernise quality and operating capacity over the long-term. The Group's fleet of 68 owned vessels had an average age of approximately 13.5 years as of the date of the Prospectus. In addition 51.1% of the Group's vessels have an average age above 14 years. In general, the cost of maintaining a vessel in good operating condition increases with the age of the vessel. As the Group's fleet ages, the Group will incur increased costs. Older vessels are typically less fuel efficient and more costly to maintain than more recently constructed vessels due to gradual improvements in engine technology and other design features. Cargo insurance rates increase with the age of a vessel, making older vessels less desirable to charterers.
The Group's cash flows and income are dependent on the revenues earned through the chartering of its vessels. The Group must make substantial capital expenditures over the long-term to maintain the operating capacity of its fleet and preserve its capital base. If the Group is unable to maintain sufficient cash reserves to finance the replacement of the vessels in its fleet at the end of their useful lives and alternative sources of financing are unavailable, the business would be adversely affected.
Delays during drydocking in connection with such maintenance may also have an severe impact on the Group's financial position. During such delays, the Group's vessels are drydocked and therefore not at the Group's disposal. Such delays may, if the ship is chartered-out or scheduled to be chartered-out, cause the Group to breach their contractual obligations under the relevant charter agreements.

Changes in national and international economic conditions, including, for example, interest rate levels, inflation and 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, realisation opportunities and overall investor returns.
The current outbreak of the COVID-19, which was recognised as a pandemic by the World Health Organization in march 2020, has severely impacted companies, economic activity and markets globally. The Group has been adversely impacted by the outbreak of COVID-19 and is experiencing significantly reduced charter rates and utilization of its fleet due to lower containerised freight volumes globally. These developments are expected to adversely impact the Group's liquidity and ability to be in compliance with covenants under some of its loan agreements in the short to mid-term. The effects from the weakening charter rates and low fuel spreads are expected to impact the second quarter of 2020 in greater magnitude than in the first quarter of 2020.
It is currently not possible to predict all the consequences for the Group, its business partners and the markets in which the Group operates, other than the expectations of material adverse negative effects that may be long-term. Potential investors should note that the COVID-19 situation is continuously changing and that and new laws and regulations that affect the Group's operations may enter into force. Continued reduction in global trade may reduce the demand for container capacity, negatively affect charter rates and the Company's ability to obtain charters for its vessels.
The scrap value of a vessel is highly dependent on the price of steel. The actual residual value of the vessels may be lower than the Company estimates.
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.
The container shipping industry is highly cyclical with attendant volatility in charter rates result from changes in the supply and demand for vessel capacity and changes in the supply and demand for the cargo to be carried. Any decrease in charter rates may have a material adverse effect on the Company's operations and financial condition, and there can be no assurance that the Company will be able to adjust to future changes in the charter rates. Furthermore, no assurances can be made that the Company will be able to successfully charter its vessels in the future or renew existing charters at rates sufficient to allow it to meet its obligations.
Containership values can fluctuate substantially over time due to a number of different factors, including, among others, prevailing economic conditions in the markets in which containerships operate, prevailing charter rates, a substantial or extended decline in world trade, increases in the supply or decline in demand of containership capacity, and the cost of retrofitting or modifying existing ships to respond to technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, or otherwise.
The trading volume and the price of the shares and other securities issued by the Company may fluctuate significantly. Some of the factors that could negatively affect the trading price or result in fluctuations in the price or trading volume of the securities include changes in the Company's actual or projected results of operations, changes in earnings projections or failure to meet investors' and analysts' earnings expectations. The price of the securities may also fluctuate based upon factors that have little or nothing to do with the Company, and these fluctuations may materially affect the price of the shares and other securities issued by the Company.

The Company may in the future decide to offer additional shares or other securities in order to finance its operations, or in connection with unanticipated liabilities or expenses or for any other purposes. Any such additional offering may be made without pre-emptive rights, and could reduce the proportionate ownership and voting interests of holders of shares, as well as the earnings per share and the net asset value per share of the Company, and any offering by the Company could have a material adverse effect on the market price of the shares and other securities issued by the Company.
Under Norwegian law, unless otherwise resolved at the Company's general meeting of shareholders, existing shareholders have pre-emptive rights to participate in the issuance of new shares for cash consideration. Shareholders in the United States as well as in certain other countries may be unable participate in an offer of new shares unless the Company decides to comply with local requirements in such jurisdictions, and in the case of the United States, unless a registration statement under the U.S. Securities act is effective with respect to such rights and shares or an exemption from the registration requirements is available. In such cases, shareholders resident in such non-Norwegian jurisdictions may experience a dilution of their holding of the shares, possibly without such dilution being offset by any compensation received in exchange for subscription rights. In addition, the general meeting may resolve to waive the pre-emptive right of all existing shareholders. Furthermore, the shareholders may resolve to grant the board of directors an authorisation to increase the share capital of the Company and set aside any pre-emptive rights for the shareholders, without the prior approval of the shareholders. Such authorisation may also result in dilution of the shareholders' holding of shares and equity-linked securities.
Distributions from the Company will normally be made in cash. The distributions will not be predictable and will depend on the realisation of or distributions from underlying investments. Investors should not expect any or any level of distributions from the Company.
Subject to certain exclusions, the Company's service providers (MPC Capital AG, and their respective affiliates) 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.
Beneficial owners of the shares that are registered in a nominee account (such as through brokers, dealers or other third parties in addition) may not be able to instruct their nominees to vote for such shares unless their beneficial ownership is re-registered in their names with the VPS prior to the general meetings and may not be able to benefit from other shareholder rights, such as any preferential rights in connection with any future offerings. The Company can provide no assurances that beneficial owners of the shares will receive the notice of a general meeting in time to instruct their nominees to either effect a reregistration of the beneficial interests registered in the VPS or to vote their shares in the manner desired by such beneficial owners. Hence, there is a risk that beneficial owners of shares may not be able to exercise their voting rights or other shareholder rights.
The Shares are priced and traded in NOK on the Oslo Stock Exchange, and any potential future payments of dividends on the Shares will be denominated in NOK. Investors registered in the VPS who have not supplied the VPS with details of their bank account, will not receive payment of dividends unless they register their bank account details with the VPS registrar. The exchange rate(s) that is applied when denominating any future payments of dividends to the relevant investor's currency will be Nordea's exchange rate on the payment date. Exchange rate movements of NOK will therefore affect the value of these dividends and distributions for investors whose principal currency is not NOK. Further, the market value of the Shares as expressed in foreign currencies will fluctuate in part as a result of foreign exchange fluctuations. This could affect the value of the Shares and of any dividends paid on the Shares for an investor whose principal currency is not NOK.

Transaction Background Investment Opportunity Company Update Market Update Risk Factors
Appendix


40



| 31/03/2020 | 31/12/2019 | |
|---|---|---|
| Assets | 716.4 | 718.1 |
| Non-current Assets | 648.4 | 649.3 |
| Current Assets | 68.1 | 68.8 |
| thereof Cash & Cash Equivalents |
41.2 | 40.2 |
| Equity and liabilities | 716.4 | 718.1 |
| Equity | 405.2 | 410.5 |
| Non-Current Liabilities | 276.0 | 276.9 |
| Current Liabilities | 35.2 | 30.8 |
| Equity ratio | 57% | 57% |
| Leverage ratio (2) | 39% | 39% |
| Cash at beginning of period |
40.2 | 43.5 |
|---|---|---|
| Operating Cash Flow | 12.8 | 12.7 |
| Financing Cash Flow | 0.1 | 1.3 |
| Investing Cash Flow |
-12.1 | -17.3 |
| Cash at end of period |
41.0 | 40.2 |
| 31/03/2020 | 31/12/2019 | Q1 2020 | |||
|---|---|---|---|---|---|
| Operating revenues | 46.0 | ||||
| Gross Profit | 9.4 | ||||
| EBITDA | 7.5 | ||||
| Profit/Loss for the period | -10.7 | ||||
| Avg. number of vessels | 60 | ||||
| Ownership days | 5,460 | ||||
| Trading days | 4,772 | ||||
| Utilization (3) | 87% | ||||
| Time charter revenue | USD per trading day | 8,969 | |||
| EBITDA | USD per ownership day | 1,378 | |||
| OPEX | " | 4,624 | |||
| Q1 2020 | Q4 2019 | EPS (diluted) | USD | -0,12 |
(1) All figures in USDm except where noted
42 (2) Long-term and short-term interest-bearing debt divided by total assets (3) Trading days / ownership days



| No. Vessel | Cluster | Trade | Charterer | Period Min. |
Period Max. |
Rate (\$pd) |
Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21 Mar-21 Apr-21 May-21 Jun-21 Jul-21 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 AS LAETITIA | 1000 grd | Caribs | Spot Position | ||||||||||
| 2 AS LAGUNA | 1000 grd | Caribs | Seaboard | Oct/20 | Jan/21 | 6,950 | |||||||
| 3 AS LAURETTA | 1000 gls | Intra Asia | Pan Asi / COSCO | Jul/20 | Jul/20 | 6,250 | |||||||
| 4 AS FRIDA | 1200 gls | ME/S.Asia | Spot Position | ||||||||||
| 5 AS FIONA | 1200 gls | Intra Asia | Asean Seas Line (ASL) | Jul/20 | Jul/20 | 6,000 | |||||||
| 6 AS FLORA | 1200 gls | Intra Asia | Wan Hai Lines | Jul/20 | Sep/20 | 5,300 | |||||||
| 7 AS FEDERICA | 1300 grd | Caribs | Pool | Pool | Pool | 5,720 | |||||||
| 8 AS FLORETTA | 1300 grd | Caribs | Pool | Pool | Pool | 5,720 | |||||||
| 9 AS FABRIZIA | 1300 grd | Caribs | Pool | Pool | Pool | 5,720 | |||||||
| 10 AS FABIANA | 1300 grd | Caribs | Pool | Pool | Pool | 5,720 | |||||||
| 11 AS FAUSTINA | 1300 grd | Caribs | Pool | Pool | Pool | 5,720 | |||||||
| 12 AS FIORELLA | 1300 grd | Caribs | Pool | Pool | Pool | 5,720 | |||||||
| 13 AS FELICIA | 1300 grd | Caribs | Pool | Pool | Pool | 5,720 | |||||||
| 14 AS FLORIANA | 1300 gls | Intra Europe | Pool | Pool | Pool | 4,175 | |||||||
| 15 AS FATIMA | 1300 gls | Intra Europe | Pool | Pool | Pool | 4,175 | |||||||
| 16 AS FILIPPA | 1300 grd | Caribs | Pool | Pool | Pool | 5,720 | |||||||
| 17 AS ROMINA | 1500 gls | Intra Asia | Pool | Pool | Pool | 4,093 | |||||||
| 18 AS RICCARDA | 1500 gls | Intra Asia | Pool | Pool | Pool | 4,093 | |||||||
| 19 AS RAGNA | 1500 gls | Other | Pool | Pool | Pool | 4,093 | |||||||
| 20 AS ROSALIA | 1500 gls | Intra Europe | Pool | Pool | Pool | 4,093 | |||||||
| 21 AS SOPHIA | 1700 grd | ME/S.Asia | Feedertech | Jul/20 | Jul/20 | 7,900 | |||||||
| 22 AS SERENA | 1700 grd | Intra Asia | COSCO | Aug/20 | Nov/20 | 5,950 | |||||||
| 23 AS SARA | 1700 grd | Intra Asia | OOCL | Aug/20 | Feb/21 | 5,500 | |||||||
| 24 AS SAVANNA | 1700 grd | Caribs | Seaboard | Aug/22 | Oct/22 | 9,000 | |||||||
| 25 AS SICILIA | 1700 grd | ME/S.Asia | SeaLead | Jul/20 | Jul/20 | 7,500 | |||||||
| 26 AS SEVILLIA | 1700 grd | Caribs | COSCO | Sep/20 | Mar/21 | 7,400 | |||||||
| 27 AS ANGELINA | 2200 grd | Caribs | Spot Position | ||||||||||
| 28 AS PATRIA | 2500 grd | Caribs | Hapag-Lloyd | Mar/21 | Jun/21 10,250 | ||||||||
| 29 AS PALATIA | 2500 grd | Caribs | Seaboard | Sep/22 | Nov/22 10,000 | ||||||||
| 30 AS PAULINA | 2500 HR grd | Other | MSC | Apr/21 | Jun/21 | 8,200 | |||||||
| 31 AS PETRONIA | 2500 HR grd | North Atlantic | Maersk Line | Sep/21 | Sep/22 11,000 | ||||||||
| 32 AS CLARA | 2800 gls | Intra Europe | Diamond Line (COSCO) | Jul/20 | Oct/20 | 8,300 | |||||||
| 33 AS COLUMBIA | 2800 gls | Intra Asia | Sinokor | Sep/20 | Dec/20 | 7,250 | |||||||
| 34 AS CONSTANTINA 2800 gls | Intra Asia | Heung-A | Sep/20 | Dec/20 | 8,350 | ||||||||
| 35 AS CALIFORNIA | 2800 gls | Intra Asia | Maersk Line | Aug/20 | Nov/21 10,500 | ||||||||
| 36 AS CYPRIA | 2800 gls | ME/S.Asia | CMA CGM | Sep/20 | Mar/21 | 9,750 | |||||||
| 37 AS CLEMENTINA | 2800 gls | Intra Asia | Heung-A | Nov/20 | Mar/21 | 7,700 | |||||||
| 38 AS CARELIA | 2800 gls | West Africa | Hapag-Lloyd | Feb/21 | Jun/21 | 9,250 | |||||||
| 39 AS CLARITA | 2800 gls | Intra Asia | MSC | Mar/21 | Apr/21 | 8,500 | |||||||
| Blended TC Rate1 | 6,869 |

| No. Vessel | Cluster | Trade | Charterer | Period Min. |
Period Max. |
Rate (\$pd) |
|
|---|---|---|---|---|---|---|---|
| 1 AS LEONA | 1000 gls | Intra Asia | Taicang Container Line (TCL) | Jul/20 | Jul/20 | 6,900 | |
| 2 AS FRANZISKA | 1300 grd | Other | Pool | Pool | Pool | 5,720 | |
| 3 AS ROBERTA | 1400 gls | ME/S.Asia | Sea Consortium | Jul/20 | Jul/20 | 7,000 | |
| 4 AS SVENJA | 1700 grd | Caribs | Spot Position | ||||
| 5 AS SERAFINA | 1700 grd | Intra Asia | TS Lines | Jul/20 | Sep/20 | 5,500 | |
| 6 AS SUSANNA | 1700 grd | Caribs | OBA | Jul/20 | Jul/20 | 6,000 | |
| 7 AS PALINA | 2500 HR grd | North Atlantic | Maersk Line | Aug/21 | Aug/22 11,000 | ||
| 8 AS PETRA | 2500 HR grd | Caribs | Seaboard | Sep/22 | Nov/22 10,000 | ||
| 9 AS CHRISTIANA | 2800 grd | ME/S.Asia | CMA CGM | Aug/20 | Dec/20 | 7,250 | |
| 10 AS CARLOTTA | 2800 grd | Intra Asia | SITC | Sep/20 | Nov/20 | 7,150 | |
| 11 AS CAROLINA | 2800 gls | Other | Italia Marittima / Evergreen | Aug/20 | Oct/20 | 8,500 | |
| 12 AS CAMELLIA | 2800 gls | West Africa | OOCL | Sep/20 | Dec/20 | 6,900 | |
| Blended TC Rate1 | 7,447 |

| No. Vessel | Cluster | Trade | Charterer | Period Min. |
Period Max. |
Rate (\$pd) |
Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21 Mar-21 Apr-21 May-21 Jun-21 Jul-21 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 AS FREYA | 1300 grd | Other | CMA CGM | Aug/20 | Feb/21 | 6,250 | |||||||
| 2 AS FENJA | 1200 gls | Intra Asia | Heung-A | Jul/20 | Aug/20 | 5,300 | |||||||
| 3 AS RAFAELA | 1400 gls | ME/S.Asia | Oman Shipping Lines | Sep/20 | Dec/20 | 6,500 | |||||||
| 4 AS SELINA | 1700 grd | West Africa | Hapag-Lloyd | Aug/20 | Nov/20 | 8,050 | |||||||
| 5 AS SAMANTA | 1700 grd | Caribs | Seaboard | Aug/22 | Oct/22 | 9,000 | |||||||
| 6 AS SABRINA | 1700 grd | Caribs | Seaboard | Sep/22 | Nov/22 | 9,000 | |||||||
| 7 AS PAOLA | 2500 grd | ME/S.Asia | Sea Consortium | Jul/20 | Sep/20 | 7,000 | |||||||
| 8 AS PAULINE | 2500 gls | Caribs | ONE | Jul/20 | Aug/20 | 6,500 | |||||||
| 9 AS PENELOPE | 2500 gls | Intra Asia | MSC | Mar/21 | Apr/21 | 8,250 | |||||||
| Blended TC Rate1 | 7,317 |
45




(1) Simplified structure as per 31.03.2020, container vessels owned through German or Dutch single purpose companies
(3) Second Financing Facility reduced to the current outstanding and amended from a revolving credit facility to a term loan facility with minimum liquidity covenant on silo level





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