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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.