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MPC Container Ships ASA

Share Issue/Capital Change Feb 14, 2020

3666_iss_2020-02-14_7cac4529-3af4-42a9-858c-6cd7fb573e4c.html

Share Issue/Capital Change

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MPC Container Ships - Completed private placement

MPC Container Ships - Completed private placement

NOT FOR DISTRIBUTION 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.

MPC Container Ships ASA ("MPCC" or the "Company") is pleased to announce the

successful completion of the private placement of 7,250,000 new shares announced

on 13 February 2020 (the "Private Placement"). The Private Placement was fully

subscribed at a subscription price of NOK 17.25 per share.

The Private Placement will raise gross proceeds of approximately NOK 125

million. The net proceeds from the Private Placement will be used towards

general corporate purposes.

Fearnley Securities AS have acted as manager and bookrunner in the Private

Placement.

As announced on 13 February 2020, the Private Placement was underwritten by

Company shareholders Star Spike Ltd., a fund managed by STAR Capital Partnership

LLP, CSI Beteiligungsgesellschaft mbH and Pilgrim Global ICAV (the

"Underwriters") with NOK 125 million, at a price equal to the subscription price

in the Private Placement.

The final details of the allocation of the Offer Shares have not been completed.

A separate release will be published when the allocation has been finalised,

containing information on the number of Offer Shares allocated to the

Underwriters. The Underwriters will receive an underwriting fee equalling 2% of

the Subscription Price for any new shares allocated to the Underwriters above

their pro-rata ownership.

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 915,030,000 divided into 91,503,000 shares, each

with a nominal value of NOK 10.

Delivery of the new shares will take place on or about 13 March 2020, subject to

full and timely payment having been received for such shares, approval of the

Private Placement by an extraordinary general meeting (the "EGM") and subsequent

registration of the share capital increase in the Norwegian Register of Business

Enterprises. The EGM is scheduled to be held on or about 9 March 2020. A

separate notice to the EGM is expected to be announced and distributed later

today. Investors being allocated shares in the Private Placement and who hold

shares in the Company as of the date of the EGM undertake to vote in favour of

the Private Placement at the EGM. The Private Placement will be cancelled if the

above-mentioned conditions are not fulfilled or waived. Once registered, the new

shares issued in the Private Placement will be admitted to trading on Oslo Børs

under the Company's existing ISIN.

In connection with the Private Placement, the Board of Directors of the Company

(the "Board") have resolved to set aside the pre-emptive rights of the existing

shareholders. The Board 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.

Further information and contact:

[email protected]

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 authorised 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 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.

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