Completed private placement
MPC Container Ships ASA ("MPCC" or the "Company") announces the successful completion of the private placement of 7,250,000 million new shares announced on 12 June 2018 (the "Private Placement"). The Private Placement was completed at a fixed subscription price of NOK 54 per share.
The Private Placement will raise gross proceeds of approximately USD 50 million. The net proceeds from the Private Placement will be used to pursue future investments in container vessels and general corporate purposes.
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, 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.
MPCC – Completed private placement
MPC Container Ships ASA ("MPCC" or the "Company") announces the successful completion of the private placement of 7,250,000 million new shares announced on 12 June 2018 (the "Private Placement"). The Private Placement was completed at a fixed subscription price of NOK 54 per share.
The Private Placement will raise gross proceeds of approximately USD 50 million. The net proceeds from the Private Placement will be used to pursue future investments in container vessels and general corporate purposes.
DNB Markets, a part of DNB Bank ASA, and Fearnley Securities AS have acted as joint lead managers and bookrunners (the "Joint Bookrunners") in the Private Placement, and Arctic Securities AS and Crédit Agricole CIB / Swedbank in co-operation with Kepler Cheuvreux have acted as co-managers (together with the Joint Bookrunners, the "Managers").
CSI Beteiligungsgesellschaft mbH has been allocated 659,500 new shares in the Private Placement. After completion of the Private Placement, CSI Beteiligungsgesellschaft mbH will own 10,987,500 shares in the Company, which represents 13.04% of the Company's shares. A fund managed by STAR Capital Partnership LLP has been allocated 964,000 new shares in the Private Placement. After completion of the Private Placement, STAR Capital Partnership LLP will hold 15,634,500 shares in the Company, which represents 18.56% of the Company's shares. Pilgrim Global ICAV has been allocated 208,500 new shares in the Private Placement. After completion of the Private Placement, Pilgrim Global ICAV will own 2,992,860 shares in the Company, which represents 3.55% of the Company's shares.
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 842,530,000 divided into 84,253,000 shares, each with a nominal value of NOK 10.
Delivery of 6,286,000 of the new shares will take place on or about 18 June 2018, subject to full and timely payment being received for such shares and the registration of the share capital increase relating to the issuance of such shares with the Norwegian Register of Business Enterprises. Settlement of the remaining 964,000 of the new shares will take place on or about 28 June 2018, subject to full and timely payment being received for these shares and the registration of the share capital increase relating to the issuance of such shares with the Norwegian Register of Business Enterprises. Each set of new shares will be admitted to trading on Oslo Børs when they have been issued. The new shares will have the same ISIN as the existing shares in the Company.
In connection with the Private Placement, the Board of Directors of the Company have resolved to set aside the pre-emptive rights of the existing shareholders. The Board of Directors 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.
For further queries, please contact: ir@mpc-container.com
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 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 Australian, Canadian, Japanese, South African or United States 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 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 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.
This announcement is an advertisement and does not constitute 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").
In any EEA Member State 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.
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 Managers are acting exclusively for the Company and no one else in connection with the Private Placement and assume no responsibility for this announcement.
The Managers 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 Managers 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.