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Vow ASA Capital/Financing Update 2014

Apr 11, 2014

3785_iss_2014-04-11_349ea3d3-bb3c-4c0d-8c49-a9116d4091d9.html

Capital/Financing Update

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SCANSHIP HOLDING ASA - STABILISATION NOTICE

SCANSHIP HOLDING ASA - STABILISATION NOTICE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, THE UNITED

STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN

WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

SCANSHIP HOLDING ASA - STABILISATION NOTICE

Bærum, 11 April 2014. Reference is made to stock exchange notice of 8 April

2014, in which Scanship Holding ASA (the "Company", ticker code SSHIP) announced

the successful completion of its initial public offering of shares (the

"Offering").

Fondsfinans AS (the "Manager") may engage in stabilisation activities of the

shares of the Company from and including today 11 April 2014 to and including

11 May 2014 (the "Stabilisation Period"). Any such stabilisation transactions

will be aimed at supporting the market price of the shares of the Company.

In connection with the Offering, the Manager has over-allotted 531,569 shares in

the Company, which equals approximately 2.1% of the number of shares sold in the

Offering before over-allotments. In order to permit the delivery in respect of

over-allotments made, the Manager borrowed a number of shares from the existing

shareholders of the Company equal to the number of the over-allotted shares.

Further, the Manager has been granted a greenshoe option (the "Greenshoe

Option") which entitles the Manager, to subscribe for up to 531,569 new shares

to be issued by the Company at a price per share equal to the offer price in the

Offering of NOK 3.20 per share (the "Offer Price"). The Greenshoe Option may be

exercised at the end of the Stabilisation Period. The Manager may close out the

short position created by over-allotting shares by buying shares in the open

market through stabilisation activities and/or by exercising the Greenshoe

Option.

The Manager (or persons acting on behalf of the Manager) may effect transactions

that stabilise or maintain the price of the shares of the Company at a level

higher than that which might otherwise prevail, by buying shares in the Company

or associated instruments in the open market at prices equal to or lower than

(but not above) the Offer Price. However, there is no obligation on the Manager

(or any person acting on behalf of the Manager) to do so. Moreover, there is no

assurance that the Manager (or persons acting on behalf of the Manager) will

undertake stabilisation activities. If stabilisation activities are undertaken

they may be stopped at any time, and must be brought to an end upon or before

expiry of the Stabilisation Period.

Within one week after the end of the Stabilisation Period, the Manager will

publish a statement through Oslo Børs' information system under the Company's

ticker with information as to whether or not any stabilisation activities have

been undertaken, including the date at which stabilisation started, the date at

which stabilisation last occurred, and the price range within which

stabilisation was carried out for each of the dates during which stabilisation

transactions were carried out.

Any stabilisation activities will be conducted in accordance with section 3-12

of the Norwegian Securities Trading Act and Commission Regulation (EC) No.

2273/2003 implementing Directive 2003/6/EC of the European Parliament and of the

Council as regards exemptions for buy-back programmes and stabilisation of

financial instruments.

For further details see the prospectus dated 25 March 2014 issued by the Company

in connection with the Offering and the listing of its shares on Oslo Axess. For

further queries, please contact:

Sigurd Gaarder Lange - CFO

Scanship Holding ASA

Tel: +47 90 79 81 55

Email: [email protected]

ABOUT SCANSHIP HOLDING ASA

Scanship is an industry leader in advanced technologies for processing waste and

purifying water within the maritime industry. Owners of vessels operating our

systems have the solutions to convert all waste and wastewater to inert

materials, recyclables, clean flue gas and effluent which meets the highest

international discharge standards. Our new technologies will recover water and

produce energy, providing tangible payback from the operations. We strive for

the highest quality, innovative and sustainable solutions.

DISCLAIMERS

The contents of this announcement have been prepared by, and are the sole

responsibility of, the Company. This announcement is not and does not form a

part of any offer for sale of securities.

This announcement is not for release, publication or distribution, directly or

indirectly, in the United States, or any other jurisdiction in which such

distribution would be unlawful or would require registration or other measures.

These materials are not an offer for sale of securities in the United States.

Securities may not be sold in the United States absent registration with the

United States Securities and Exchange Commission or an exemption from

registration under the U.S. Securities Act of 1933, as amended (the "Securities

Act". Scanship does not intend to register any part of the offering in the

United States or to conduct a public offering of shares in the United States.

Any offering of the securities referred to in this announcement will be made by

means of a prospectus. This announcement is not 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"). Investors should not

subscribe for any securities referred to in this announcement except on the

basis of information contained in the aforementioned prospectus.

In any EEA Member State other than Norway 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. The expression "Prospectus Directive" means Directive 2003/71/EC (and

amendments thereto, including Directive 2010/73/EU, to the extent implemented in

any relevant Member State) and includes any relevant implementing measure in the

relevant Member State.

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.

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 "anticipate", "believe",

"continue", "estimate", "expect", "intends", "may", "should", "will" 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 Scanship 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 Manager is authorised and regulated by the Financial Supervisory Authority

of Norway and is acting exclusively for the Company and the Selling Shareholders

and no one else in connection with the Offering and assumes no responsibility

for this announcement. The Manager will not be responsible to anyone other than

the Company for providing the protections afforded to its respective clients, or

for advice in relation to the Offering, or any of the matters referred to

herein.

None of 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 Selling Shareholders or 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 to disclosure requirements pursuant to Section 5-12

of the Norwegian Securities Trading Act.

[HUG#1776581]