Gram Car Carriers: USD 121 million equity private placement successfully completed

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE “UNITED STATES”), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Reference is made to the stock exchange notice by Gram Car Carriers ASA ("GCC" or the "Company") on 12 January 2022 regarding the terms for an offering of shares in the Company (the "Private Placement") in conjunction with a contemplated admission to trading on Euronext Growth Oslo (the "Listing"). The Private Placement is carried out in connection with the transfer of the complete Gram Car Carrier fleet of 16 vessels to GCC from a preceding structure in Singapore (the "Transfers") and the acquisition of two additional vessels from subsidiaries of F. Laeisz GmbH ("F. Laeisz").

GCC is pleased to announce that the Private Placement has been successfully completed with a total transaction size of approx. NOK 1.049 billion, equivalent to approx. USD 121 million, through the allocation of 19,792,643 Offer Shares (as defined below) at a price of NOK 53 per share (the "Offer Price").

The Private Placement in summary:

  • The Private Placement comprised a primary offering of 18,909,540 new shares (the "New Shares"), raising gross proceeds of approx. NOK 1.002 billion, equivalent to approx. USD 115.6 million (the "Primary Offering"). In addition, the Managers (as defined below) have over-allotted 883,103 additional shares (the "Additional Shares", and together with the New Shares, the "Offer Shares"), for approx. NOK 46.8 million, equivalent to approx. USD 5.4 million, representing 10% of the New Shares not being pre-committed by F. Laeisz. The Private Placement attracted strong interest from Norwegian, Nordic and international high-quality institutional investors and family offices and was more than 10 times oversubscribed excluding shares pre-committed to F. Laeisz, cornerstone investors (as described below), certain members of the Company’s management and board, as well as certain existing shareholders in the Company.
  • F. Laeisz has been allocated 8,135,358 Offer Shares for approx. NOK 431 million, equal to approx. USD 49.7 million. Assuming full exercise of the Greenshoe Option (as defined below), F. Laeisz will hold shares equivalent to approx. 25.25% of the Company's total number of shares and votes.
  • Five cornerstone investors have been allocated Offer Shares for a total of approx. NOK 324.7, equivalent to approx. USD 37.4 million in the Private Placement: AL Maritime Holdings Pte. Ltd. (USD 12 million), J. Lauritzen A/S (USD 10 million), KLP Alfa Global Energy (USD 6 million), AS Clipper (USD 6 million) and Surfside Holding AS (USD 3.4 million). Further, certain members of the Company's management and board of directors, as well as certain existing shareholders, have collectively been allocated Offer Shares for a total of approx. USD 6.75 million.
  • The net proceeds from the Primary Offering will, in combination with already contributed equity and bank and lease financing, be used to facilitate the Transfers, complete the acquisition of the two vessels from F. Laeisz, acquire a management company, strengthen the Company’s balance sheet through repayment of debt, and for general corporate purposes.
  • In total, there will be 28,721,804 issued shares in GCC following the issuance of the New Shares, to be subject to a reverse share split pre-Listing, resulting in a post-money market capitalisation of the Company of approx. NOK 1.5 billion (equivalent to approx. USD 176 million) based on the Offer Price.
  • The free float of GCC following completion of the Private Placement will be 50.6% if the Greenshoe Option (see below) is not exercised, increasing to 53.7% if the Greenshoe Option is exercised in full.
  • Completion of the Private Placement is subject to completion of the Transfers and the acquisition of the vessels from F. Laeisz and customary conditions. The first day of Listing is expected to be on or about Monday 31 January 2022 under the trading symbol "GCC", subject to the necessary approvals from the Oslo Stock Exchange.

Allocation to investors will be communicated on 14 January 2022, and the New Shares (excluding the New Shares allocated to F. Laeisz) will, among others, be settled on a delivery-versus-payment basis expected on or about 31 January 2022, facilitated by a pre-funding arrangement between the Company and the JGCs.

The following parties have entered into customary lock up arrangements with the Managers in connection with the Private Placement: GCC (6 months), members of the Company’s management and Board (12 months), other existing shareholders (12 months / 3 month for Offer Shares allocated in the Private Placement), F. Laeisz (12 months) and certain minority vessel owners prior to the Transfers (6 months). 100% of the current outstanding shares have been locked up based on these agreements.

F. Laeisz has subject to certain conditions granted the Managers an option to acquire, at the Offer Price, a number of new shares in the Company equal to the number of Additional Shares to cover short positions resulting from any over-allotments made in connection with the Private Placement (the “Greenshoe Option”). The Greenshoe Option is exercisable, in whole or in part, within a 30-day period commencing at the first day of Listing.

Advisers:

Fearnley Securities AS and Pareto Securities AS are acting as joint global coordinators (the "JGCs"), and Clarksons Platou Securities AS, Nordea Bank Abp, filial i Norge, Skandinaviska Enskilda Banken AB (publ) (Oslo Branch), and Swedbank Norge, Norwegian branch of Swedbank AB (publ) (in cooperation with Kepler Cheuvreux S.A) are acting as joint bookrunners (together, the "Managers").

Wikborg Rein Advokatfirma AS is acting as legal advisor to the Company and F. Laeisz and Advokatfirmaet Thommessen AS is acting as legal advisor to the Managers. Crux Advisers AS is acting as communication advisor to the Company.

For further information, please contact:

CEO Georg A. Whist

Telephone: +47 41 60 16 81

E-mail: georg.whist@gramcar.com  

CFO Gunnar S. Koløen

Telephone: +65 9176 6661

E-mail: gunnar.koloen@gramcar.com

Important Notice:

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.

This stock exchange notice was published by Harald M. Gram, the Company's Head of Projects, at 14 January 2022 01.41 CET.

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. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate shares corresponding to an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirements pursuant to Regulation (EU) 2017/1129 and ancillary legislation are available.

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“), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act. Nordea Bank Abp, filial i Norge, will not participate in the solicitation, offer or sale of any shares within or directed into the United States and will not be involved in any activities relating to the shares within or directed into the United States.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any 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 for 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 "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 believe 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 their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement. 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.

Neither the Managers nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of its affiliates accepts any liability arising from the use 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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