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MPC Container Ships ASA

Regulatory Filings Jul 6, 2020

3666_rns_2020-07-06_f9b4dbbe-3e49-44bc-8b9c-6d955574f1e4.pdf

Regulatory Filings

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USD 27.5m Fully Underwritten Private Placement

IMPORTANT INFORMATION

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.

IMPORTANT INFORMATION (CONT.)

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.

SUMMARY OF RISK FACTORS

GENERAL RISKS

  • An investment in the Company may be lost in whole or in part
  • The Company is subject to risks relating to the completion of the proposed and agreed financing amendments and its ability to satisfy payment obligations going forward
  • Financial information does not provide a complete overview of the Company's financial condition
  • Past performance is not indicative of future results

BUSINESS AND VESSEL RELATED RISKS

  • The Company is dependent upon container transportation
  • Suitable assets for the Company to invest in may not be available and opportunities may be limited by competition
  • Due diligence in relation to an investment by the Company may be erroneous or incomplete
  • The Company is responsible for the technical management of most of the Group's vessels
  • The Company is reliant on technical and commercial management of assets
  • The Company's assets may be illiquid
  • The Company's vessels may not be in the technical condition assumed by the Company
  • The Company's vessels may suffer operational downtime
  • Hedging transactions may be insufficient to protect against exposure
  • The Company may be affected by the spread between LSFO and HSFO
  • There are risks related to scrubbers installed on the vessels and the Company may be subject to additional requirements in relation to scrubbers
  • The valuation of the Company's assets is uncertain
  • The Company is subject to liquidity risks
  • Debt finance may be unavailable
  • The Company is subject to currency risks
  • The Company is subject to interest rate risk and covenant risks
  • The Company's vessel transactions are subject to execution risks
  • The vessels are subject to technical risks

BUSINESS AND VESSEL RELATED RISKS (CONT.)

  • The Company is subject to counterparty risks
  • The Company is dependent on information technology systems
  • The Company is subject to environmental risks
  • The Company's operations are subject to geopolitical risks and risks relating to corruption, piracy, terrorism, war etc.
  • The Company's vessels may fail to maintain its class
  • The ageing of the fleet may result in increased operating costs in the future, as the Group will be required to make substantial capital expenditures in order to modernize and expand the fleet and to maintain the quality of the vessels

MARKET RELATED RISKS

  • The Company is subject to macroeconomic conditions
  • The Company is subject to risks related to COVID-19
  • Changes in scrap prices may affect the value of the vessels
  • Changes in the shipping and oil services markets may affect the Company
  • The Company is subject to charter market risk
  • The Company is subject to fluctuations of vessel values

RISKS RELATED TO THE SHARES

  • The trading price of the shares and other securities issued by the Company is volatile
  • The Company may need additional capital which may have a dilutive effect
  • Pre-emptive rights may not be available to all holders of shares
  • Distributions by the Company are uncertain
  • The liability of the Company's service providers and members of the board is limited
  • Exercise of voting rights and other shareholder rights through nominees may be restricted
  • Exchange rate fluctuations could adversely affect the value of the shares and any dividends paid on the shares for an investor whose principal currency is not NOK

AGENDA

Transaction Background

Investment Opportunity Company Update Market Update Risk Factors Appendix

TRANSACTION BACKGROUND

COVID-19 causes significant, but temporary disruption in the container shipping industry

  • Unprecedented development in the containership market following world-wide lockdowns and a looming global recession as a result of COVID-19
  • Charter market and asset values for feeder containerships currently under severe pressure
  • Post crisis a normalization in demand for tonnage is expected and a likely reduction in supply will have a positive impact on utilization

Precautionary measures taken, but insufficient in hindsight

  • OPEX and CAPEX optimization program initiated OPEX reduction of >USD 300 p.d./vessel achieved in Q1 2020 vs. FY 2019
  • Initiated sale of two vessels at attractive terms which failed due to deteriorating market conditions (1)
  • Completed NOK 125m (USD 13.5m) overnight equity private placement in February 2020
  • Proactive chartering strategy to curb market risk secured package deal for 5 vessels for 12-month charters with top-tier liner operator concluded prior to drop in rates

Recapitalization required to strengthen the financial position of the company

  • Market conditions adversely impacting MPCCs operational cash flow and ability to operate in compliance with financial covenants
  • To weather the storm, liquidity measures as well as temporary waivers of financial covenants, especially in the Bond silo are required
  • Consequently, MPCC engaged in dialogues with creditors and other stakeholders to address these issues

Company obtained creditors support for a recapitalization solution to ensure 18 months liquidity runway

  • Fully underwritten USD 27.5m private placement as a requirement and condition for effectuating the loan amendments, in exchange for:
    • Waiver of financial covenants until 2021 (bond and CIT silo)
    • Optionality for the bond issuer to PIK interest payments and/or sale of assets for working capital purposes
    • Extension of final bond maturity until 22 March 2023
  • Strengthening the liquidity position and balance sheet, ensuring an 18 months liquidity runway even at today's depressed charter rates/utilization

SUMMARY OFFERING DETAILS: USD 27.5M FULLY UNDERWRITTEN PRIVATE PLACEMENT

SUMMARY OFFERING DETAILS KEY CONDITIONS

Offering:
Fully underwritten Private Placement of new shares to raise
gross
proceeds of USD 27.5 million, equivalent to c. NOK 260 million

Ticker: MPCCNO, ISIN NO 001 0791353
Subscription price:
NOK 1.00 per Offer Share
Pre-money share
capital

Prior to the offering, there are 91,503,000 shares outstanding,
each with a par value of NOK 1
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
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
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
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
Minimum order and
allocation amount:

NOK equivalent of EUR 100,000
Managers:
DNB Markets and Pareto Securities AS

Start of application period: 6 July 2020 at 16:30 CEST
Application period:
Close of application period: 9 July 2020 at 12:00 CEST.

The Company may extend or shorten the application period at
any time and for any reason on short notice

Notification of conditional allocation: On or about 10 July 2020

Extraordinary general meeting: 13 July 2020

Payment date: Expected on or about 15 July 2020

Delivery date: Expected on or about 21 July 2020
Allocation, settlement
and trading:

First day of trading on the Oslo Stock Exchange for the Offer
Shares: Expected towards the end of July 2020

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
Closing conditions:
Execution of all required corporate resolutions, including EGM
resolution expected to be made on
13 July 2020
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
Selling and transfer
restrictions:

Offer Shares are "restricted securities" within the meaning of Rule
144 under the U.S. Securities Act
Documentation:
This Presentation, terms of application, term sheet and stock
exchange announcement
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
return profile

7 Please refer to the Term Sheet for the full terms

Transaction Background

Investment Opportunity

Company Update

Market Update

Risk Factors

Appendix

INVESTMENT HIGHLIGHTS

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
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
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
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

AMENDED CREDIT AGREEMENTS AND EQUITY PLACEMENT TO TAKE THE COMPANY THROUGH THE RAMIFICATIONS OF COVID-19

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
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

NEW EQUITY ENSURING LIQUIDITY RUNWAY THROUGHOUT 2021, EVEN AT TODAY'S DEPRESSED CHARTER RATES AND UTILIZATION

LIQUIDITY RUNWAY | ILLUSTRATIVE ANALYSIS (1,2,3)

Runway throughout 2021 assuming current depressed charter rates and utilization

  • Sustainable improvements of cash break-even through implementation of cost optimization program
  • Successful finalization of a capital-intensive scrubber retrofit program
  • Long-term scrubber-related employments add revenue backlog significantly above current market rates

Sufficient liquidity to withstand a continued depressed feeder market

(1) MPCC Group not including Bluewater JV

11

  • (2) Average cash break even including CAPEX and Interest and regular repayments for H2 2020 to Dec 2022 at USD 7,795 / day – average utilization for 2020 and 2021 of 87% and 91% respectively
  • (3) Projection includes USD 27.5m additional equity in July 2020 with injection of USD 20m in Bond
  • (4) Current charter rates means current open rate assumptions for Q2 2020 with a weighted average rate of USD 6,410 / day
  • (5) Assumed utilization for open vessels - not including vessels in fixed charter contracts

ENTRY POINT AT A LARGE DISCOUNT TO CURRENT AND HISTORICAL ASSET VALUES

USD 1m increase in value per vessel implies a ~25% uplift to post-money EV at NOK 1/share

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

  • for a 12yr old vessel (Imabari design) bought by Sinokor / a 13yr old vessel (Hyundai Mipo design) bought by an undisclosed buyer.
  • (3) Based on all 68 vessels (incl. JV)

SIGNIFICANT LEVERAGE TOWARDS A FEEDER MARKET RECOVERY

PRO-FORMA LEVERED UPSIDE POTENTIAL FROM TRANSACTION PRICE (1)

USD 1m increase in value/vessel implies a +50% uplift to NAV, and a +170% increase to post-money market cap at NOK 1/share

Sources: Clarksons

13

  • (1) Assuming enterprise value of USD 253m (issue price of NOK 1.0/share and 352m shares outstanding post transaction)
  • (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 for
  • a 12yr old vessel (Imabari design) bought by Sinokor / a 13yr old vessel (Hyundai Mipo design) bought by an undisclosed buyer.

STRONG CASH FLOW AND DE-LEVERAGING CAPACITY WHEN THE MARKET RECOVERS

NORMALIZED CASH BREAK-EVEN ("CBE") (1)

USD 1,000/day change in TCE rates would increase cash flow with approx. USD 20m p.a.

  • (1) Cash Break Even based on Q1 figures normalized for interest, regular repayments and recurring CAPEX
  • (2) Voyage expenditures excluding bunkers and other costs reimbursed by the charterers in Q1 2020 (USD 2.8m and USD 0.5m, respectively)
  • (3) Normalized interest and regular repayments post recapitalization – interest payments are subject to US-LIBOR development
  • (4) Recurring CAPEX of USD ~800 per day (dry docking, maintenance), excluding scrubber and BWTS and regulatory CAPEX
  • (5) Assumptions for 60 consolidated vessels and 8 JV vessels as per CBEs (see above), utilization of 92% and annual scrubber profit based on a spread of 100 USD/t
  • (6) FCF-to-equity-yield calculation based on market cap of USD ~37m (after raising of USD 27.5m capital) and a share price @ 1 NOK / FX USD/NOK @ 9.411
  • 14 (7) Actual MPCC average TCEs per trading day for 60 consolidated vessels and 8 JV vessels
    • (8) Clarksons weighted average rates proportionated for the MPCC fleet. Pre-COVID rate level represents the weighted average rates from September 2019 until end of January 2020

SUMMARY

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

Company Update

Market Update

Risk Factors

Appendix

KEY FIGURES Q1 2020

FINANCIAL PERFORMANCE (Q1 2020)


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)

OPERATIONAL PERFORMANCE (Q1 2020)

(1):
Fleet Utilization
87% (Q4 2019: 89%) compared to 89%
excluding scrubber related off-hire (Q4 2019: 94%)
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)

BALANCE SHEET (Q1 2020) Total Assets: USD 716.4m Cash: USD 41.0m Leverage: 39% Equity Ratio: 57%

KEY DEVELOPMENTS YTD 2020

Market

COVID-19 pandemic and preventative countermeasures dominate market sentiment

  • Encouraging start to the year: Time-charter rates at solid levels (HARPEX (1) +47% yoy)
  • Global recession in 2020 due to COVID-19 pandemic, regional lockdowns and tumbling demand
  • Severe pressure on the charter market: Increase in idle fleet and decrease in time-charter rates from February to end of May
  • Recovery visible: Idle fleet -18% (from 550 vsls to 453 vsls) and scrapping +100% (from 7k to 14k TEU) in June
Successful completion of scrubber program and intense fixing activities
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

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
Strong focus on liquidity levels to preserve flexibility in extreme market environment

Revenues affected by deteriorating charter market, H1 2020 results still affected by CAPEX-intensive scrubber program (capex and
off-hire)
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)

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
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
  • (1) Harper Petersen Charter Rates Index (link)
  • 18 (2) Non-performance of buyer of AS Leona and AS Lauretta. Legal actions in progress. MoA for AS Leona and AS Lauretta (for a sales price USD 5.5m and USD 5.0m, respectively) signed with other party

(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

SHORT-TERM MARKET RISKS INCREASED DUE TO COVID-19

CHARTERS: MPCC MANAGED ITS EXPOSURE (1) COMMENTS

RATES: MPCC RATES VS. LAST DONE IDLE TIMES: MPCC OUTPERFORMS REST OF THE MARKET

Avg. idle statistics (LTM)

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

RATES:

  • Severe drop in charter rates since February 2020
  • Rates move sideways since June 2020
  • Majority of MPCC fixtures in 2020 below last done

IDLE TIMES:

  • Idle fleet increased significantly since February 2020
  • As demand increased, idle fleet on a decreasing tendency since June
  • MPCC commercial utilization outperformed charter market benchmark

CHARTERS:

  • Short-term charter market exposure is still significant
  • MPCC prudently managed open charter exposure in 2020 (including package deals in February)
  • MPCC with significant feeder segment market share (~10% YTD 2020)

MPCC CONTINUES TO PROACTIVELY MANAGE RISKS & OPPORTUNITIES FOR STAKEHOLDERS

  • Strong and highly competitive operational KPIs
  • Sustainable improvements of cash-break even through implementation of cost optimization program
  • Active relationship and close ties with larger liner companies and regional operators
  • One of the most active feeder tonnage providers with 92 charter fixtures concluded YTD 2020 with 41 different counterparties (~10% market share in the feeder segment)
  • Proactive charter approach to curb charter market risk: package deal for 12-month charters with top-tier liner operator concluded in Q1 2020

LEADING OPERATIONAL PERFORMANCE COMMITTED TO SOUND GOVERNANCE AND ESG

  • Dedicated to safe operations (e.g. industry-leading Lost Time Injury Ratio of 0.2 and Total Recordable Cases Ratio of 0.60 YTD 2020)
  • Governance and Corporate Social Responsibility reporting in accordance with the Norwegian Corporate Governance Board and the Norwegian Accounting Act
  • Promote fair trade to the benefit of society and a maritime industry free of corruption via the Maritime Anti-Corruption Network
  • Exchange know-how through sustainable shipping partnerships such as the Clean Shipping Alliance 2020 and the Trident Alliance
  • Sustainable and socially responsible ship recycling in accordance with applicable laws and regulations

MARKET OUTLOOK AND MPCC RESPONSE

2020/21 2021/22 AND BEYOND

COVID-19 DISRUPTING SHIPPING MARKETS

  • Adversely impacted containerized freight volumes
  • Hurting charter rates and container fleet utilization
  • S&P market severely hampered
  • Effects on world trade is temporary, but timing of recovery is difficult to predict
  • Scrapping expected to pick up considerably, while newbuilding activity should slow further

Fundamentals intact and expected to regain momentum post COVID-19

MARKET REBOUND

  • Reduced supply of feeder vessels
  • Intra-regional container trade growth to outpace global container trade growth
  • Flexible vessels to benefit from shifts in trading patterns during and after COVID-19
  • Charter rate recovery and S&P market rebound

  • Operating cash flows insufficient to cover costs

  • Asset sales dilutive relative to historical prices
  • New external funding challenging to obtain
  • Cash position and covenant compliance at risk

Financial restructuring and further internal measures to weather the crisis and position for market recovery

  • Operating cash flows in cost-covering and debt service territory, generating free cash flows
  • Fleet optimization through further accretive asset sales and new acquisitions

INDUSTRY

COMPANY

Transaction Background

Investment Opportunity

Company Update

Market Update

Risk Factors

Appendix

DEMAND GROWTH EXPECTED TO OUPERFORM SUPPLY GROWTH AFTER REBALANCING IN 2021

SUPPLY/DEMAND BALANCE (TOTAL MARKET) SUPPLY/DEMAND BALANCE (FEEDER SEGMENT 0.1-3K TEU)

Rebound with rebalancing of demand / supply expected for 2021

  • With container trade significantly impacted by the COVID-19 induced crisis, supply growth in 2019 is expected to exceed the demand growth in the total market as well as the feeder segment
  • Recovery of container vessel market expected for H2 2020 with numbers getting visible in H1 2021; Timing and extent of the recovery still uncertain
  • The market will most likely see a step-wise recovery of volumes. For the full year 2021, demand growth is expected to significantly outperform supply growth; Supply growth is even forecasted to be negative in the feeder segment

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

GLOBAL RECESSION IN 2020, BUT DEMAND RECOVERY IN 2021 A LIKELY SCENARIO

WORLD SEABORNE CONTAINER TRADE (M TEU)

• World seaborne container trade historically grown at a steady pace of +3.8% p.a.

  • Depending on how fast the major western economies will re-emerge from lockdown, recovery is expected already in 2021
  • Timing and extent of recovery is still uncertain and highly dependent on how global economies deal with the COVID-19 situation

During the financial crisis, container trade dropped by ~10% before recovering in 2010

SIMILAR DEVELOPMENT EXPECTED FOR INTRA-REGIONAL TRADES

DEVELOPMENT OF INTRA-REGIONAL AND GLOBAL CONTAINER TRADE COMMENTS

  • Share of intra-regional trade has increased from 32% in 2001 to 43% in 2019
  • Feeder ships (<3,000 TEU) provide the majority of capacity on intra-regional container services: 34% of all container ships, and 53% of all feeder ships, are deployed on intraregional trades
  • During the past few years, regional trades have largest annual growth rates

Encouraging outlook for intra-regional trades

  • International supply chain and trading patterns are expected to be restructured towards more regional diversification
  • Intra-regional trade volumes and flexible container tonnage is expected to gain from this process
  • Japan launches a subsidy program (USD 220m) to support firms to diversify their supply chains in ASEAN countries
  • New feeder lines are in the process of getting launched (e.g. a new 3x 2,700 TEU pendulum service by Abu Dhabi Ports and Bengal Tiger Lines) covering UAE, Indian subcontinent and the Middle East

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

FAVORABLE LONG-TERM SUPPLY OUTLOOK FOR FEEDERS

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

Feeder fleet expected to decline until end of 2023 by 1.5% p.a.

HISTORICAL LOW ORDER BOOK AND LIMITED NEW FEEDER CONTRACTING…

ORDER BOOK DEVELOPMENT

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.

FEEDER CONTRACTING IN % OF FLEET, 1,000-2,900 TEU

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.

Record low ordering on the back of the high uncertainty

…AND AN AGING FLEET, SETTING THE SCENE FOR INCREASED SCRAPPING IN A WEAK MARKET

FEEDER FLEET COMPOSITION (1,000 – 3,000 TEU) AVERAGE FLEET AGE (100 – 3,000 TEU)

Existing feeder fleet of 2,007 units

Aging feeder fleet – Roughly 25% of the feeder fleet older than 19 years and as such, are likely demolition candidates in a weak feeder market

Favorable age structure of the feeder fleet

DEMOLITION ACTIVITY YTD HAMPERED BY LOCKDOWN IN INDIA, BANGLADESH AND PAKISTAN ON THE BACK OF COVID-19

DEMOLITION NEWS ALREADY DELETED

  • Containership demolition in Jan-May 2020 totaled 21 units of ~51,000 TEU, down 52% y-o-y in TEU terms, with activity impacted by India, Bangladesh and Pakistan all entering into 'lockdown' due to COVID-19 at the end of March
  • With restrictions eased across the Indian Sub-Continent towards the end of May, demolition volumes have picked up notably in June so far, particularly for feeder containerships and dry cargo units
  • A total of 28 boxships of ~95,000 TEU were confirmed as sold for recycling in June, by far the largest monthly volume since March 2019
  • The largest boxship ever sold for recycling was confirmed in late May, the 1997-built 7,403 TEU "KOKURA"
  • 34 vessels older than 18 years (70.7k TEU) currently inactive for two or more weeks laying at anchor East of Suez and are likely scrapping candidates
    • 27 smaller than 3,000 TEU
    • Average age: 23 years

SOLD FOR SCRAPPING (DELETED, WAITING, POSITIONING)(1)

Demolition volumes have picked up notably in June; Significant scrapping further expected until end of year

COVID-19 CRISIS PUT SEVERE DOWNWARD PRESSURE ON THE CHARTER MARKET

TIME-CHARTER RATE DEVELOP0MENT FEEDER SEGMENT IDLE STATISTICS

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

Transaction Background Investment Opportunity Company Update Market Update

Risk Factors

Appendix

GENERAL

An investment in the Company may be lost in whole or in part

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 Company is subject to risks relating to the completion of the proposed and agreed financing amendments and its ability to satisfy payment obligations going forward

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.

Financial information does not provide a complete overview of the Company's financial condition

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.

Past performance is not indicative of future results

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.

BUSINESS AND VESSEL RELATED RISKS

The Company is dependent upon container transportation

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 for the Company to invest in may not be available and opportunities may be limited by competition

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.

Due diligence in relation to an investment by the Company may be erroneous or incomplete

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 is responsible for the technical management of most of the Group's vessels

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.

The Company is reliant on technical and commercial management of assets

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's assets may be illiquid

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 Company's vessels may not be in the technical condition assumed by the Company

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.

BUSINESS AND VESSEL RELATED RISKS (CONT.)

The Company's vessels may suffer operational downtime

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.

Hedging transactions may be insufficient to protect against exposure

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 Company may be affected by the spread between LSFO and HSFO

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 scrubbers installed on the vessels and the Company may be subject to additional requirements in relation to scrubbers

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 valuation of the Company's assets is uncertain

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 is subject to liquidity risks

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.

BUSINESS AND VESSEL RELATED RISKS (CONT.)

Debt finance may be unavailable

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.

The Company is subject to currency risks

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.

The Company is subject to interest rate risk and covenant risks

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.

The Company's vessel transactions are subject to execution risks

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 vessels are subject to technical risks

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 Company is subject to counterparty risks

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.

BUSINESS AND VESSEL RELATED RISKS (CONT.)

The Company is dependent on information technology systems

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 is subject to environmental risks

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.

The Company's operations are subject to geopolitical risks and risks relating to corruption, piracy, terrorism, war etc.

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 Company's vessels may fail to maintain its class

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 ageing of the fleet may result in increased operating costs in the future, as the Group will be required to make substantial capital expenditures in order to modernize and expand the fleet and to maintain the quality of the vessels

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.

MARKET RELATED RISKS

The Company is subject to macroeconomic conditions

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 Company is subject to risks related to COVID-19

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.

Changes in scrap prices may affect the value of the 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.

Changes in the shipping and oil services markets may affect the Company

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 Company is subject to charter market risk

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.

The Company is subject to fluctuations of vessel values

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 price of the shares and other securities issued by the Company is volatile

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.

RISKS RELATED TO THE SHARES

The Company may need additional capital which may have a dilutive effect

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.

Pre-emptive rights may not be available to all holders of shares

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 by the Company are uncertain

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.

The liability of the Company's service providers and members of the board is limited

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.

Exercise of voting rights and other shareholder rights through nominees may be restricted

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.

Exchange rate fluctuations could adversely affect the value of the Shares and any dividends paid on the Shares for an investor whose principal currency is not NOK

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

APPENDIX: HISTORICAL ASSET VALUES

40

APPENDIX: HISTORICAL CHARTER RATES

APPENDIX: FINANCIALS – OVERVIEW Q1 2020(1)

BALANCE SHEET AS PER 31 MARCH 2020

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 FLOW STATEMENT Q1 2020

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

PROFIT & LOSS Q1 2020

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

APPENDIX: FINANCIALS – DEVELOPMENT OF CHARTER RATES AND UTILIZATION

APPENDIX: MPCC FLEET EMPLOYMENT AS PER 01/07/2020 (1/3)

EMPLOYMENT STATUS & TC COVERAGE – BOND GROUP

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

APPENDIX: MPCC FLEET EMPLOYMENT AS PER 01/07/2020 (2/3)

EMPLOYMENT STATUS & TC COVERAGE – BEAL BANK GROUP

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

EMPLOYMENT STATUS & TC COVERAGE – CIT GROUP

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

EMPLOYMENT STATUS & TC COVERAGE – BLUEWATER JV

SIMPLIFIED CORPORATE / FINANCING STRUCTURE

DEBT FACILITIES WITH FOUR SEPARATE "SILOS" (1)

(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

APPENDIX: ESG AT MPC CONTAINER SHIPS

ENVIRONMENTAL COMMITMENT

  • Significant investments in exhaust gas cleaning and ballast water management systems
  • Continuously optimise vessel operations and minimise environmental impact of our business by exploring viable options for emission reductions and exchange know-how through sustainable shipping partnerships such as the Clean Shipping Alliance 2020 and the Trident Alliance
  • Sustainable and socially responsible ship recycling in accordance with applicable laws and regulations, specifically the requirements of the 2009 Hong Kong Convention and, where applicable, the EU Ship Recycling Regulation

SOCIAL RESPONSIBILITY COMMITMENT

  • Advocate fair and equal opportunities and treatment for employees irrespective of ethnic or national origin, age, sex or religion
  • Through our Code of Conduct, ensure employees observe high standards of business and personal ethics in the conduct of their duties and responsibilities, and practice fair dealing, honesty and integrity in every aspect of dealing with others
  • Through third party technical and crewing managers certified according to e.g. ISO quality and environmental management systems, ensure our seafarers are employed in accordance with the IMO's ISM Code and the SOLAS, STCW and ILO Maritime Labour conventions

SOUND CORPORATE GOVERNANCE

  • Listed on the Oslo Stock Exchange under the supervision of the Financial Supervisory Authority of Norway
  • Periodic and special disclosure obligations (e.g. highly share price sensitive information, change of board or senior management composition, dividend proposals, mergers/demergers or changes in share capital and subscription rights)
  • Governance reporting in accordance with the recommendations of the Norwegian Corporate Governance Board
  • Corporate Social Responsibility reporting in accordance with the Norwegian Accounting Act
  • Business Partner Guideline and business partner checks on counterparties of strategic, financial or reputational relevance
  • Promote fair trade to the benefit of society and a maritime industry free of corruption via the Maritime Anti-Corruption Network

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