Himalaya Shipping Ltd. (HSHIP) – Conversion of share registration form and trading suspension
Hamilton, Bermuda, March 27, 2023
On 20 March 2023, Himalaya Shipping Ltd. (“Himalaya” or the “Company”) announced that it would change the company’s registration form in Euronext Securities Oslo (the “VPS”) to prepare its corporate infrastructure for its announced listing on NYSE.
To facilitate transfer of shares between NYSE and Euronext Expand, the Company will amend the registration structure for its shares whereby all shares will be primarily held and settled within the Depository Trust Company (“DTC”) in the United States and secondarily held and settled in Euronext Securities Oslo (the “VPS”) through a Central Securities Depository (“CSD”) link (the “Conversion”). Following the Conversion, the Company’s shares will be able to be moved between the DTC and VPS to enable trading between the respective trading venues once the Company’s shares are listed on NYSE. A trading suspension in the Company’s shares will be required for a period of time in connection with the Conversion, expected to be two trading days, and the Company will make a request to Oslo Børs to approve such suspension. No action will be required by an investor holding shares in the VPS in connection with the Conversion and investors’ registered holdings in the VPS will continue.
The Company’s shares will continue to trade under the same ISIN as today (BMG4660A1036) but change its ticker on Euronext Expand to “HSHP”.
The Conversion is expected to be completed during the period March 28, 2023, to March 29, 2023. Due to technical settlement requirements in the VPS, a trading suspension in the Company’s shares will be required at least from and including March 28, 2023, to and including March 29, 2023 and possibly March 30, 2023. The Company will make a request to Oslo Børs to approve the trading suspension prior to implementation of the Conversion. During the trading suspension, the Company’s shares will be temporarily suspended from trading on Euronext Expand. From the perspective of an investor holding the Company’s shares in the VPS, the last settlement cycle for shares traded prior to the trading suspension will take place on March 29, 2023. Investors trading in the Company’s shares prior to the start of the trading suspension should not agree to settlement periods that would imply settlement after March 29, 2023. Any such trades with settlement after March 29, 2023, are expected to be cancelled.
Following completion of the Conversion, the trading suspension will end, and the Company’s shares will resume trading as normal, which is expected to occur from and including the start of trading on March 30 or 31, 2023. The Company’s shares will then trade under the new ticker “HSHP”. The Company will announce when the trading on Euronext Expand will resume.
Following completion of the Conversion, the Company’s shares will be registered in the Company’s Register of Members in Bermuda in the name of DTC’s nominee, Cede & Co. and DTC will act as the primary securities depository for the shares. All shares in the Company will be primarily recorded in the DTC and secondarily recorded in the VPS through a CSD link. DNB Bank ASA, Registrars’ Department (the “VPS Registrar”) will continue to administrate the Company’s VPS register.
A registration statement relating to the new shares has been filed with the SEC, but has not yet become effective. The new shares may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The offering of new shares will be made only by means of a prospectus. Copies of the preliminary prospectus may be obtained, when available, from: the SEC at www.sec.gov, and from: DNB Markets, Inc., Attn: Compliance Department, by telephone: 212-681-3800, or by email at: compliance.marketsinc@dnb.no.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities in any state or jurisdiction including the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Any offers, solicitations or offers to buy, or any sales of new shares in the United States will be made in accordance with the registration requirements of the Securities Act of 1933 including by means of a prospectus that may be obtained from Himalaya that will contain detailed information about the Company and management, as well as financial statements; and if made in any other state or jurisdiction will be made in accordance with the securities laws of any such state or jurisdiction.
This press release shall not constitute an offer to subscribe to or a solicitation of an offer to subscribe to securities in any member state within the European Economic Area (“EEA”) in which such offer or solicitation is unlawful, unless in reliance upon applicable EEA prospectus exceptions, whereby no EEA prospectus, registration or similar action would be required within EEA.
About Himalaya Shipping Ltd.:
Himalaya Shipping Ltd. is an independent bulk carrier company, incorporated in Bermuda. Himalaya Shipping has two vessels in operation and ten Newcastlemax dry bulk vessels under construction at New Times Shipyard in China. The remaining newbuildings are expected to be delivered by July 2024.
For further information, please contact:
Herman Billung, Contracted CEO
Telephone +47 918 31 590
Forward Looking Statements
This announcement includes forward looking statements. Forward looking statements are, typically, statements that do not reflect historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions, and include statements relating to the Conversion, including an expected suspension of trading and the expected timing thereof, our business and other non-historical statements. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions, which are, by their nature, uncertain and subject to significant known and unknown risks, contingencies and other factors which are difficult or impossible to predict and which are beyond our control. Such risks, uncertainties, contingencies and other factors could cause actual events to differ materially from the expectations expressed or implied by the forward-looking statements included herein. As a result, you are cautioned not to place undue reliance on any forward-looking statements which speak only as of the date of this press release. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise unless required by law.