MPC Container Ships ASA announces extraordinary general meeting
NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, NEW ZEALAND, 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.
Oslo, 29 June 2020
Notice of extraordinary general meeting:
MPC Container Ships ASA (the "Company") hereby calls for an extraordinary general meeting in the Company to be held on 13 July at 12:00 hours (CEST) by electronic means. The notice is attached hereto and made available on the Company's website at https://www.mpc-container.com/.
The Company has initiated a refinancing process to secure the Company's financing and liquidity going forward, and the extraordinary general meeting is being convened in this respect to approve a private placement of new shares, grant of authorisations, inter alia, to carry out a subsequent repair offering and to issue convertible debt, as well as a reverse share split, as further detailed in the attached notice.
Due to restrictions caused by COVID-19, the meeting will be conducted only as a virtual meeting, accessible online via Lumi AGM. All shareholders will be able to participate in the meeting, vote and ask questions, from smartphones, tablets or desktop devices. Please refer to the enclosed guide for further information regarding the electronic participation.
In order to attend the virtual extraordinary general meeting, shareholders need access to the Lumi solution by either (i) downloading the Lumi AGM app from Apple Appstore or Google Play Store, or (ii) visiting the Lumi website at the following address: https://web.lumiagm.com.
After downloading the Lumi app or opening the Lumi website, shareholders must enter the "Meeting ID" 127-544-725, and click "Join".
Shareholders must identify themselves by individual user names and passwords which will be sent to the shareholders together with the notice. Shareholders can already now log in and vote in advance or give authorization to the Chairman of the Board of Directors or another person prior to the extraordinary general meeting. Further, shareholders can log in while the general meeting is being held and overrule their previous voting.
Shareholders that are prevented from participating in the virtual general meeting may be represented by proxy and may vote in advance. Voting in advance and granting of proxy must be registered online through Lumi's solution or by sending an e-mail to firstname.lastname@example.org by 10 July 2020 at 16:00 hours (CEST).
Proxies without voting instructions may trigger disclosure requirements under Norwegian law. Under Section 4-3 (2) of the Norwegian Securities Trading Act, the possession of a proxy without voting instructions is considered equal to ownership of shares or rights to shares. This means that a proxy is required to disclose the proxies if the number of shares to which they relate (together with any shares or rights to shares held by the proxy) reaches or exceeds the disclosure thresholds under Section 4-3 (1) of the Norwegian Securities Trading Act.
If shares are held through a nominee, cf. Section 4-10 of the Norwegian Public Limited Liability Companies Act, and the beneficial owner wishes to attend the general meeting, whether in person or by proxy, the beneficial owner must transfer the shares to a VPS account in the name of the beneficial owner prior to the date of the general meeting. Shareholders who do this are asked to send an e-mail to email@example.com and request their username and password for Lumi login. Shareholders who have acquired shares after this notice was sent can obtain a username and password from firstname.lastname@example.org.
Further information and contact:
For further information, please contact email@example.com.
This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.
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.
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, Hong Kong, New Zealand 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 national 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, Hong Kong, New Zealand 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 announcement is an advertisement and does not constitute a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (as amended, together with any applicable implementing measures in any Member State, the "Prospectus Regulation"). In any EEA Member State that has implemented the Prospectus Regulation, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation. In addition, in the United Kingdom, this announcement is not being distributed, nor has it been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 ("FSMA"), by a person authorized under FSMA and is directed only at persons who (i) are outside the United Kingdom, (ii) are investment professionals falling within Article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be engaged with, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). Under no circumstances should persons who are not relevant persons rely or act upon the contents of this announcement. Any investment or investment activity to which this announcement relates in the United Kingdom is available only to, and will be engaged only with, relevant persons.
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 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.