MPC Container Ships ASA — Share Issue/Capital Change 2017

Jun 8, 2017

MPCC-ME: Contemplated private placement

MPCC-ME: Contemplated 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.

8 June 2017 - Contemplated private placement

Oslo, 8 June 2017: MPC Container Ships AS ("MPC" or the "Company")

has retained Fearnley Securities AS (the "Manager") to assist the

Company with a private placement of new shares with gross proceeds

of USD 50-100 million (the "Private Placement"). The Private

Placement will be directed towards Norwegian and international

investors, in each case subject to and in compliance with applicable

exemptions from relevant prospectus or registration requirements.

The subscription price will be fixed at NOK 43. Subscriptions have

been received to cover the range.

MPC Capital AG and certain of its main shareholders will participate

in the Private Placement and subscribe minimum of 25% of the Private

Placement, up to a maximum of USD 25 million.

The net proceeds from the Private Placement will be used to pursue

future investments opportunities, hereunder acquiring additional

vessels and operating them.

The application period for the Private Placement will commence

today, 8 June 2017 at 16:30 CET and close tomorrow, 9 June 2017 at

08:00 CET. The Company may at its own discretion extend or shorten

the application period at any time and for any reason. The minimum

order in the Private Placement has been set to the number of shares

that equals an aggregate purchase price of the NOK equivalent of EUR

100,000. The Company may, at its sole discretion, allocate an amount

below EUR 100,000 to the extent applicable exemptions from the

prospectus requirement pursuant to the Norwegian Securities Trading

Act are available.

The allocation of offer shares in the Private Placement will be made

at the discretion of the Company's Board of Directors in

consultation with the Manager.

Completion of the Private Placement is subject to (i) approval by

the Board of Directors of the Company of the subscription price and

the allocation of the offer shares following the end of the

application period and (ii) approval by an extraordinary general

meeting of the Company. The extraordinary general meeting is

expected to be held on or about 19 June 2017.

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 20 June 2017.

In connection with the Private Placement the board of directors of

the Company has resolved 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: ir@mpc-container.com

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.

Neither the Manager or any of their 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.