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MPC Container Ships ASA — Share Issue/Capital Change 2017
Jun 9, 2017
3666_iss_2017-06-09_53274f65-666f-4f44-bdab-eb163c76fb9e.html
Share Issue/Capital Change
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Completed private placement
Completed private placement
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA
OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION
OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE
APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF
THE PRESS RELEASE.
9 June 2017 - Completed private placement
Oslo, 9 June 2017 - MPC Container Ships AS ("MPC" or
the "Company") announces the successful completion of the
private placement of 15 million new shares announced on 8
June 2017 (the "Private Placement"). The Private Placement
was completed at a subscription price of NOK 43 per share.
The Private Placement will raise gross proceeds of
approximately USD 75 million. The net proceeds from the
Private Placement will be used to pursue future investments
opportunities, hereunder acquiring additional vessels.
Fearnley Securities AS has acted as sole lead manager and
bookrunner of the Private Placement (the "Manager").
Completion of the Private Placement is subject to approval
by an extraordinary general meeting of the Company. The
extraordinary general meeting is expected to be held on or
about 19 June 2017.
Following registration of the share capital increase
pertaining the Private Placement with the Norwegian Register
of Business Enterprises, the Company will have a share
capital of NOK 350,030,000 divided into 35,003,000 shares,
each with a nominal value of NOK 10.
The New Shares to be issued under the Private Placement will
be listed on Merkur Market as soon as practically possible
after registration of the share capital increase in the
Norwegian Register of Business Enterprises, expected on or
about 19 June 2017.
In connection with the Private Placement the board of
directors of the Company proposes to set aside the pre-
emptive rights of the existing shareholders. The board of
directors considers this to be in the best interests
of the Company and the shareholders since it will allow the
Company to raise capital more efficiently than a rights
offering would allow.
For further queries, please contact:
Managing Director
Constantin Baack
E-mail: [email protected]
About MPC Container Ships AS:
MPC Container Ships AS was formed in April 2017. It's main
activity is to own and operate a portfolio of container
ships with a focus on the feeder segment between 1,000 and
3,000 TEU. The Management of MPC Container Ships AS has
been active in the shipping industry for decades.
Specifically looking at the market dynamics for the
container feeder segment and analysing supply and demand
patterns in intra-regional trades, a favourable development
in the near to mid-term occurs in this sector. Additionally,
asset values are historically low, protected by high
recycling prices. The Company is registered and has its
business office in Oslo, Norway.
Important Notice
This announcement is not and does not form a part of any
offer to sell, or a solicitation of an offer to purchase,
any securities of the Company.
Neither this announcement nor any copy of it may be made or
transmitted into the United States, or distributed, directly
or indirectly, in the United States. Neither this
announcement nor any copy of it may be taken or transmitted
directly or indirectly into Australia, Canada, Japan or
South Africa or to any persons in any of those
jurisdictions, except in compliance with applicable
securities laws. Any failure to comply with this restriction
may constitute a violation of Australian, Canadian,
Japanese, South African or United States securities laws.
The distribution of this announcement in other jurisdictions
may be restricted by law and persons into whose possession
this announcement comes should inform themselves about, and
observe, any such restrictions. This announcement does not
constitute, or form part of, an offer to sell, or a
solicitation of an offer to purchase, any securities in
Australia, Canada, Japan, South Africa or the United States
or in any jurisdiction to whom or in which such offer or
solicitation is unlawful.
The securities referred to in this announcement have not
been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "Securities Act"), or any
securities laws of any state or other jurisdiction of the
United States and may not be offered or sold within the
United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of
the Securities Act and in compliance with applicable state
law. There will be no public offer of the securities in the
United States.
This communication is only being distributed to and is only
directed at persons in the United Kingdom that are (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, and other persons to whom this
announcement may lawfully be communicated, falling within
Article 49(2)(a) to (d) of the Order (all such persons
together being referred to as "relevant persons"). This
communication must not be acted on or relied on by persons
who are not relevant persons. Any investment or investment
activity to which this communication relates is available
only to relevant persons and will be engaged in only with
relevant persons. Persons distributing this communication
must satisfy themselves that it is lawful to do so.
This announcement is an advertisement and does not
constitute a prospectus for the purposes of Directive
2003/71/EC (as amended, together with any applicable
implementing measures in any Member State, the "Prospectus
Directive").
In any EEA Member State that has implemented the Prospectus
Directive, this communication is only addressed to and is
only directed at qualified investors in that Member State
within the meaning of the Prospectus Directive.
Matters discussed in this announcement may constitute
forward-looking statements. Forward-looking statements are
statements that are not historical facts and may be
identified by words such
as "believe", "expect", "anticipate", "strategy", "intends",
"estimate", "will", "may", "continue", "should" and similar
expressions. The forward-looking statements in this release
are based upon various assumptions, many of which are based,
in turn, upon further assumptions. Although the Company
believes that these assumptions were reasonable when made,
these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies and
other important factors which are difficult or impossible to
predict and are beyond its control. Such risks,
uncertainties, contingencies and other important factors
could cause actual events to differ materially from the
expectations expressed or implied in this release by such
forward-looking statements.
The information, opinions and forward-looking statements
contained in this announcement speak only as at its date,
and are subject to change without notice. The Company does
not undertake any obligation to review, update, confirm, or
to release publicly any revisions to any forward-looking
statements to reflect events that occur or circumstances
that arise in relation to the content of this announcement.
The Manager is acting exclusively for the Company and no one
else in connection with the Private Placement and assume no
responsibility for this announcement.
The Manager or any of its respective directors, officers,
employees, advisers or agents do not accept any
responsibility or liability whatsoever for/or make any
representation or warranty, express or implied, as to the
truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted
from the announcement) or any other information relating to
the Company, its subsidiaries or associated companies,
whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss
howsoever arising from any use of announcement or its
contents or otherwise arising in connection therewith.
Neither the Manager or any of its respective directors,
officers, employees, advisers or agents accepts any
responsibility or liability whatsoever for/or makes any
representation or warranty, express or implied, as to the
truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted
from the announcement) or any other information relating to
the Company, its subsidiaries or associated companies,
whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss
howsoever arising from any use of announcement or its
contents or otherwise arising in connection therewith.
This information is subject of the disclosure requirements
under section 5-12 of the Norwegian Securities Trading Act,
and pursuant to the Continuing obligations of companies
admitted to trading on Merkur Market issued by the Oslo
Stock Exchange.