MPC Container Ships ASA

Share Issue/Capital Change • Jul 10, 2020

MPC Container Ships ASA announces successfully completed private placement and details of subsequent offering

MPC Container Ships ASA announces successfully completed private placement and details of 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, 10 July 2020 - Reference is made to the stock exchange announcement on 6

July 2020, where MPC Container Ships ASA ("MPCC" or the "Company") announced the

launch of a private placement (the "Private Placement") with gross proceeds of

approx. USD 27.5 million (NOK 260 million) by issuing new shares (the "Offer

Shares"). The Company is pleased to announce that, on the basis of commitments

received from investors, it has allocated 260,000,000 shares in the Private

Placement, each with a nominal value of NOK 1.00, at a subscription price of NOK

1.00 per share (the "Subscription Price"), raising gross proceeds of NOK

260,000,000. The Private Placement attracted strong interest and was

significantly oversubscribed.

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

Private Placement by the Company's extraordinary general meeting to be held on

13 July 2020 (the "EGM") and the EGM granting the Board of Directors an

authorisation for the Subsequent Offering (as hereinafter defined), (ii) payment

being received for the Offer Shares allocated, and (iii) registration of the

share capital increase in the Company pertaining to the issuance of Offer Shares

with the Norwegian Register of Business Enterprises. The proposed resolutions

for the EGM will, as indicated in the notice of the EGM dated 29 June 2020, be

specified within the ranges set out in the notice to issue the number of Offer

Shares allocated in the Private Placement to the investors allocated such Offer

Shares, as well as such other details in respect of the Private Placement as

required.

Notification of conditional allotment of Offer Shares and payment instructions

is expected to be sent to the applicants today, 10 July 2020. The Offer Shares

will be delivered to the applicant's VPS account as soon as practicable after

all conditions for the Private Placement have been met. The listing of the Offer

Shares at the Oslo Stock Exchange is expected to take place towards the end of

July 2020, subject to approval of an offering and listing prospectus prepared by

the Company in relation to the Private Placement and Subsequent Offering by the

Financial Supervisory Authority of Norway (the "Prospectus"), and the

publication of the Prospectus by the Company. Prior to such listing at the Oslo

Stock Exchange, the Offer Shares will be registered and delivered in the

Norwegian Central Securities Depository ("VPS") at a separate ISIN, NO

In addition, subject to the approval of the Private Placement by the EGM, the

Company will issue 6,353,127 new shares at the Subscription Price under the

underwriting agreement entered into in relation to the Private Placement, as

settlement of the underwriting commission under such agreement, as further set

out in the stock exchange release on 6 July 2020. Following the issuance of the

Offer Shares and shares for settlement of the underwriting commission, the

Company's share capital will be NOK 357,856,127, divided into 357,856,127

shares, each with a par value of NOK 1.00.

The Subsequent Offering:

Reference is made to the stock exchange announcement dated 6 July 2020, where

the Board of Directors' considerations in respect of the equal treatment

obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular

no. 2/2014 are set out.

Subject to satisfaction of the conditions for completion of the Private

Placement, the Company will conduct a subsequent share offering of 35,000,000

new shares (the "Subsequent Offering"), which, subject to applicable securities

laws will be directed towards shareholders in the Company on 9 July 2020 (as

registered in the VPS on 13 July 2020 (the "Record Date")) (i) who were not

allocated shares in the Private Placement, (ii) whose pro rata share of the

Private Placement on the basis of their shareholding as of 9 July 2020 (as

registered in the VPS on the Record Date) is determined to be less than EUR

100,000, and (iii) who are not resident in a jurisdiction where such offering

would be unlawful, or in a jurisdiction other than Norway which would require

any filing, registration or similar action.

The subscription price in the Subsequent Offering will be the same as the

Subscription Price in the Private Placement, i.e. NOK 1.00 per share. The

eligible shareholders as of 9 July 2020 (as registered in the VPS on the Record

Date) will receive non-transferrable subscription rights based on their

shareholding as of that date in the Subsequent Offering. Oversubscription with

subscription rights is permitted, but subscription without subscription rights

is not permitted. The Subsequent Offering is underwritten by the parties acting

as underwriters in the Private Placement at the same terms as for the Private

Placement, and accordingly, any shares in the Subsequent Offering that are not

validly subscribed for by those eligible to participate in the Subsequent

Offering shall be allocated to and subscribed for by the underwriters.

The Subsequent Offering is conditional on (a) completion of the Private

Placement, (b) approval of the authorisation of the Board of Directors for the

Subsequent Offering by the Company's shareholders at the EGM, (c) approval and

publication of the Prospectus by the Company. The two weeks' subscription period

in the Subsequent Offering is expected to commence towards the end of July or

beginning of August 2020. The Company will issue a separate stock exchange

notice with further details on the Subsequent Offering when finally resolved.

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.

Further information and contact:

For further information, please contact ir@mpc-container.com.

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.