Contemplated private placement
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.
8 June 2017 - Contemplated private placement
MPC Container Ships AS ("MPC" or the "Company") has retained Fearnley Securities AS (the "Manager") to assist the Company with a private placement of new shares with gross proceeds of USD 50-100 million (the "Private Placement"). The Private Placement will be directed towards Norwegian and international investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus or registration requirements.
The subscription price will be fixed at NOK 43. Subscriptions have been received to cover the range.
MPC Capital AG and certain of its main shareholders will participate in the Private Placement and subscribe minimum of 25% of the Private Placement, up to a maximum of USD 25 million.
The net proceeds from the Private Placement will be used to pursue future investments opportunities, hereunder acquiring additional vessels and operating them.
The application period for the Private Placement will commence today, 8 June 2017 at 16:30 CET and close tomorrow, 9 June 2017 at 08:00 CET. The Company may at its own discretion extend or shorten the application period at any time and for any reason. The minimum order in the Private Placement has been set to the number of shares that equals an aggregate purchase price of the NOK equivalent of EUR 100,000. The Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act are available.
The allocation of offer shares in the Private Placement will be made at the discretion of the Company's Board of Directors in consultation with the Manager.
Completion of the Private Placement is subject to (i) approval by the Board of Directors of the Company of the subscription price and the allocation of the offer shares following the end of the application period and (ii) approval by an extraordinary general meeting of the Company. The extraordinary general meeting is expected to be held on or about 19 June 2017.
The New Shares to be issued under the Private Placement will be listed on Merkur Market as soon as practically possible after registration of the share capital increase in the Norwegian Register of Business Enterprises, expected on or about 20 June 2017.
In connection with the Private Placement the board of directors of the Company has 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:
Managing Director Constantin Baack E-mail: email@example.com
About MPC Container Ships AS:
MPC Container Ships AS was formed in April 2017. It's 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 Management of MPC Container Ships AS has been active in the shipping industry for decades. Specifically looking at the market dynamics for the container feeder segment and analysing supply and demand patterns in intra-regional trades, a favourable development in the near to mid-term occurs in this sector. Additionally, asset values are historically low, protected by high recycling prices. The Company is registered and has its business office in Oslo, Norway.
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 Manager is acting exclusively for the Company and no one else in connection with the Private Placement and assume no responsibility for this announcement.
Neither the Manager or any of their 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, and pursuant to the Continuing obligations of companies admitted to trading on Merkur Market issued by the Oslo Stock Exchange.