Share Issue/Capital Change • Aug 6, 2020
Share Issue/Capital Change
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MPC Container Ships ASA announces commencement of subscription period for the subsequent offering
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, 6 August 2020 - Reference is made to the stock exchange announcements by
MPC Container Ships ASA ("MPC" or the "Company") on 10 and 13 July 2020,
respectively, regarding the completion of a private placement of 260,000,000 new
shares (the "Private Placement") and the subsequent offering (the "Subsequent
Offering") of 35,000,000 new shares (the "Offer Shares") in the Company, each
with a par value of NOK 1.00, at a subscription price of NOK 1.00 per share (the
"Subscription Price"). The subscription period will commence today, on 6 August
2020 at 09:00 hours (CEST) and expire on 20 August 2020 at 16:30 hours (CEST)
(the "Subscription Period").
Eligible shareholders, being shareholders of the Company as of 9 July 2020 (and
being registered as such in the VPS on 13 July 2020, pursuant to the two days'
settlement procedure in the VPS (the "Record Date")), except for shareholders
(i) who were allocated shares in the Private Placement, (ii) whose pro rata
share of the Private Placement on basis of their shareholding as of 9 July 2020
(as registered in the VPS on the Record Date) was more than EUR 100,000 or (iii)
who are resident in a jurisdiction where such offering would be unlawful, or for
jurisdictions other than Norway, which require any filing, registration or
similar action (the "Eligible Shareholders"), will be granted non-transferable
subscription rights (the "Subscription Rights") that, subject to applicable law,
give a right to subscribe for, and be allocated, Offer Shares in the Subsequent
Offering at the Subscription Price.
The Eligible Shareholders will be granted 3.223999 Subscription Rights for each
existing share registered as held by such Eligible Shareholders as of the Record
Date, rounded down to the nearest whole Subscription Right. Each Subscription
Right will, subject to certain limitations based on applicable laws and
regulations, give the right to subscribe for, and be allocated, one (1) Offer
Share in the Subsequent Offering. Over-subscription with Subscription Rights is
permitted, but subscription without Subscription Rights is not permitted. In the
event of over-subscription, the allocation procedure in Section 10-4 (3) of the
Norwegian Public Limited Liability Companies Act will apply. No subscription
rights will be allocated for treasury shares. The Subsequent Offering is
underwritten by the Underwriters (as defined below) at the same terms as for the
Private Placement, and accordingly, any shares in the Subsequent Offering that
are not validly subscribed for by Eligible Shareholders shall be allocated to
and subscribed for by the Underwriters.
The Subscription Rights are expected to have an economic value if the Company's
shares trade above the Subscription Price during the Subscription Period.
Eligible Shareholders who do not use their Subscription Rights will experience a
dilution of their shareholding in the Company. The Subscription Rights must be
used to subscribe for Offer Shares before the expiry of the Subscription Period.
Subscription Rights that are not used to subscribe for Offer Shares before such
deadline will have no value and will lapse without compensation to the holder.
The payment for Offer Shares allocated to a subscriber falls due on 24 August
2020. Subject to timely payment of the Offer Shares, the share capital increase
pertaining to the Subsequent Offering is expected to be registered with the
Norwegian Register of Business Enterprises on or about 31 August 2020. The Offer
Shares are expected to be delivered to the subscribers and commence trading on
the Oslo Stock Exchange on or about 31 August 2020.
The Subsequent Offering is fully underwritten by STAR Spike Limited, CSI
Beteiligungsgesellschaft mbH and associated parties, and Pilgrim Global ICAV
(the "Underwriters"). Each Underwriter is, upon completion of the Subsequent
Offering, entitled to receive 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 with a nominal value of NOK
1.00, issued at a subscription price of NOK 1.00 per share.
Further information about the Subsequent Offering and the subscription
procedures is included in the prospectus dated 4 August 2020 (the "Prospectus").
The Prospectus, including the subscription form, is available at
www.dnb.no/emisjoner and www.paretosec.com/transactions. Hard copies of the
Prospectus will be available at the offices of MPC Container Ships ASA,
Munkedamsveien 45A, 0250 Oslo, Norway from the same date, or may be obtained by
contacting DNB Markets on tel. +47 23 26 81 01 and Pareto Securities AS on tel.
+47 22 87 87 00.
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 and the Subsequent Offering. Wikborg
Rein Advokatfirma AS is acting as legal advisor to the Managers in connection
with the Private Placement and the Subsequent Offering.
For further information, please 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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