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MPC Container Ships ASA

Share Issue/Capital Change Aug 21, 2020

3666_rns_2020-08-21_a90a1c21-b88f-4091-83ab-c4bc88325509.html

Share Issue/Capital Change

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MPC Container Ships ASA announces result of the subsequent offering and allocation to primary insiders

MPC Container Ships ASA announces result of the subsequent offering and allocation to primary insiders

NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO

THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, NEW ZEALAND, 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.

Oslo, 21 August 2020 - Reference is made to the stock exchange announcements by

MPC Container Ships ASA (the "Company") on 6 August 2020 and 20 August 2020,

respectively, regarding the subsequent offering of 35,000,000 new shares (the

"Offer Shares"), each with a par value of NOK 1.00, at a subscription price of

NOK 1.00 per share (the "Subsequent Offering").

The subscription period in the Subsequent Offering expired at 16:30 hours (CEST)

on 20 August 2020, and the final results show that the Company has received

valid subscriptions for a total of 35,000,000 Offer Shares. Hence, 35,000,000

Offer Shares will be issued in the Subsequent Offering.

The allocation of Offer Shares in the Subsequent Offering has today been

completed based on the allocation criteria set out in the Company's prospectus

dated 4 August 2020 (the "Prospectus"). Notifications of allocated Offer Shares

in the Subsequent Offering and the corresponding amount to be paid by each

subscriber will be set out in a separate letter to each subscriber. The

allocation letters are expected to be sent during the course of today, on 21

August 2020. The deadline for payment for the Offer Shares is 24 August 2020, in

accordance with the payment instructions set out in the Prospectus and

application form.

The Subsequent Offering was fully underwritten by STAR Spike Limited ("STAR"),

CSI Beteiligungsgesellschaft mbH and associated parties ("CSI"), and Pilgrim

Global ICAV ("Pilgrim", and jointly with STAR and CSI, the "Underwriters")

pursuant to the underwriting agreement dated 29 July 2020. The Underwriters are

entitled to an underwriting commission of 4% of the respective Underwriter's

underwriting commitment. The underwriting commission shall be settled by the

issuance of 1,400,000 new shares (the "Second Underwriting Commission Shares")

with a nominal value of NOK 1.00, issued at a subscription price of NOK 1.00 per

share.

STAR will receive 686,000 Second Underwriting Commission Shares and will hold

91,601,254 shares in the Company, which represents 23.23% of the Company's

shares and voting rights. CSI will receive 462,000 Second Underwriting

Commission Shares and will hold 50,107,410 shares in the Company, which

represents 12.71% of the Company's shares and voting rights. Pilgrim will

receive 252,000 Second Underwriting Commission Shares and will hold 19,905,419

shares in the Company, which represents 5.05% of the Company's shares and voting

rights.

The Offer Shares and the Second Underwriting Commission Shares may not be

transferred or traded until they are fully paid and the share capital increase

pertaining to the Subsequent Offering and the Second Underwriting Commission

Shares have been registered with the Norwegian Register of Business Enterprises.

The share capital increase regarding the Subsequent Offering is expected to be

registered on or about 31 August 2020, subject to timely payment of the Offer

Shares. The Offer Shares are expected to be delivered to the subscribers'

respective VPS accounts and be listed and tradable on the Oslo Stock Exchange on

or about 31 August 2020.

Following the issuance of the Offer Shares and the Second Underwriting

Commission Shares, the Company's share capital will be NOK 394,256,127 divided

into 394,256,127 shares, each with a par value of NOK 1.00.

The following primary insiders or close associates of primary insiders have been

allocated Offer Shares in the Subsequent Offering at a subscription price of NOK

1.00 per share:

Senior Vice President Tobias Junge has been allocated 23,698 Offer Shares in the

Subsequent Offering. Following completion of the Subsequent Offering, Tobias

Junge will hold 26,448 shares in the Company, which represents 0.01% of the

Company's shares and voting rights.

Primary insiders in the Company who have subscribed for Offer Shares in the

Subsequent Offering through nominee custodians will issue separate notifications

of allocation of Offer Shares once such allocations have been made known to

them.

Advisors:

DNB Markets, a part of DNB Bank ASA, and Pareto Securities AS are engaged as

managers and joint bookrunners in the Private Placement and the Subsequent

Offering. Advokatfirmaet Thommessen AS is acting as legal counsel to the Company

in connection with the Private Placement. Wikborg Rein Advokatfirma AS is acting

as legal advisor to the Managers in connection with the Private Placement and

the Subsequent Offering.

Further information and contact:

For further information, please contact [email protected].

This information is subject to the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act.

About MPC Container Ships ASA:

MPC Container Ships ASA (ticker code "MPCC") was formed in April 2017. Its 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 Company is registered and

has its business office in Oslo, Norway. For more information, please see our

webpage: www.mpc-container.com.

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, Hong Kong, New Zealand 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 national 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, Hong Kong,

New Zealand 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 announcement is an advertisement and does not constitute a prospectus for

the purposes of the Prospectus Regulation (EU) 2017/1129 (as amended, together

with any applicable implementing measures in any Member State, the "Prospectus

Regulation"). In any EEA Member State that has implemented the Prospectus

Regulation, this communication is only addressed to and is only directed at

qualified investors in that Member State within the meaning of the Prospectus

Regulation. In addition, in the United Kingdom, this announcement is not being

distributed, nor has it been approved for the purposes of Section 21 of the

Financial Services and Markets Act 2000 ("FSMA"), by a person authorized under

FSMA and is directed only at persons who (i) are outside the United Kingdom,

(ii) are investment professionals falling within Article 19(5) of the U.K.

Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as

amended) (the "Order") or (iii) high net worth companies, and other persons to

whom it may lawfully be engaged with, falling within Article 49(2)(a) to (d) of

the Order (all such persons in (i), (ii) and (iii) above together being referred

to as "relevant persons"). Under no circumstances should persons who are not

relevant persons rely or act upon the contents of this announcement. Any

investment or investment activity to which this announcement relates in the

United Kingdom is available only to, and will be engaged only with, relevant

persons.

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 distribution of this announcement and other information may be restricted by

law in certain jurisdictions. Persons into whose possession this announcement or

such other information should come are required to inform themselves about and

to observe any such restrictions.

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