NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE
SERVICES, OR IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG
SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, SOUTH AFRICA OR
…
Vis børsmeldingen
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, 14 September 2022: American Shipping Company ASA (OSE:AMSC) (“AMSC” or the
“Company”), has retained Clarksons Securities AS, DNB Markets, a part of DNB
Bank ASA, and Pareto Securities AS as managers (together the “Managers”) with
respect to a contemplated private placement of new shares (the “Offer Shares”)
with gross proceeds of the NOK equivalent of approximately USD 40 million
directed towards certain investors, including existing shareholders and new
potential investors, subject to and in compliance with applicable exemptions
from relevant prospectus or registration requirements (the “Private Placement”).
The Private Placement will be divided in two Tranches, where Tranche 1 will
consist of up to 6,061,650 Offer Shares (“Tranche 1”) and Tranche 2 will consist
of the number of Offer Shares which results in a total transaction (i.e. both
tranches) that equals the final offer size (“Tranche 2”).
Aker Capital AS (“Aker”), a wholly-owned subsidiary of Aker ASA, currently owns
19.07 % of the shares in the Company and has an additional financial exposure to
30.77 % of the shares in the Company though TRS arrangements with each of DNB
Bank ASA (“DNB”) and Skandinaviska Enskilda Banken AB (“SEB”), in total 49.84 %.
Aker, DNB and SEB have pre-committed to subscribe for Offer Shares in order to
maintain Aker’s total financial exposure in the Company and have been granted
the right to allocation of an equivalent part of the Private Placement. Aker
will enter into TRS arrangements with each of DNB and SEB with reference to a
corresponding number of shares as subscribed for by DNB and SEB in the Private
Placement.
Vilja AS, a company partly owned by Peter Knudsen, a board member of the
Company, has pre-committed to subscribe for 15,000 Offer Shares. Pål Lothe
Magnussen, CEO of the Company, has pre-committed to subscribe for 30,000 Offer
Shares. Further, Homlungen AS, a company owned by Annette Malm Justad, chair of
the board, has pre-committed to subscribe for 8,000 Offer Shares.
Based on a limited wallcrossing exercise prior to launch, the Managers have
received indications of interest to subscribe for Offer Shares so that the
Private Placement is covered on indications of interest at the start of the
bookbuilding period.
The Company intends to use the net proceeds from the Private Placement to partly
finance the acquisition of the construction vessel “Normand Maximus”, as well as
for general corporate purposes.
The subscription price for the Offer Shares will be determined by the Board of
Directors based on an accelerated bookbuilding process. The application period
for the Private Placement will commence today, 14 September 2022 at 16:30 hours
(CEST) and is expected to close on 15 September 2022 at 08:00 hours (CEST). The
Company may, however, at any time resolve to close or extend the application
period at its own discretion and for any reason without further notice. If the
application period is shortened or extended, any other dates referred to herein
may be amended accordingly.
The minimum application and allocation amount in the Private Placement will be
the NOK equivalent of EUR 100,000 per investor, provided that the Company may,
at its sole discretion, allocate an amount below EUR 100,000 to the extent
exemptions from the prospectus requirements pursuant to applicable regulations,
including the Norwegian Securities Trading Act and ancillary regulations, are
available.
The allocation of Offer Shares will be determined at the sole discretion of the
Board of Directors, in consultation with the Managers, following the expiry of
the bookbuilding process, where the Board of Directors will focus primarily on
inter alia existing ownership in the Company, timeliness of application, price
leadership, relative order size, sector knowledge, investment history, perceived
investor quality and investment horizon. The allocation will observe applicable
rules under the U.S. Jones Act and provisions to that effect as stipulated in
the Articles of Association of the Company.
All investors who have not pre-committed to subscribe for Offer Shares will
receive their allocation of Offer Shares in Tranche 1. The Company and the
Managers reserve the right to deviate from this principle to the extent any
applicants accept to receive a larger portion of their allocated shares in the
form of shares issued in Tranche 2. Aker has accepted to receive their entire
allocation of Offer Shares in the Private Placement in Tranche 2.
Applicants being allocated Offer Shares in the Private Placement and who hold
shares in the Company as of the date of the EGM undertake to vote in favor of,
or give a voting proxy to be used in favor of, the approval of Tranche 2 at the
EGM.
Completion of the Private Placement is subject to the Board resolving to proceed
with the Private Placement and to allocate the Offer Shares. Furthermore,
completion of delivery of the Offer Shares to applicants in Tranche 1 is subject
to the Board resolving the issuance of the new shares in Tranche 1 pursuant to
an authorisation granted by the Company’s annual general meeting held on 22
April 2022 and the share lending agreement (as described below) remaining
unmodified and in full force and effect. Completion of delivery of the Offer
Shares to applicants in Tranche 2 is subject to the approval by an extraordinary
general meeting of the Company (the “EGM”) and the share capital increase for
the Offer Shares in Tranche 2 being registered with the Norwegian Register of
Business Enterprises (the “NRBE”) and the shares being registered in the VPS.
Tranche 1 is not conditional upon completion of Tranche 2, and acquisition of
Offer Shares in Tranche 1 will remain final and binding and cannot be revoked or
terminated by the respective applicants if Tranche 2 is not completed. If
Tranche 2 is not completed (e.g. due to non-approval by the EGM), applicants
will not be delivered Offer Shares in Tranche 2 and the Company will hence not
receive the proceeds from Tranche 2.
The Offer Shares in Tranche 1 are expected to be settled with existing and
unencumbered shares in the Company that are already listed on Oslo Børs,
pursuant to a share lending agreement between DNB Bank ASA, DNB Markets (on
behalf of the Managers) and the Company in order to facilitate delivery of
listed shares in the Company to applicants on a delivery-versus-payment (“DVP”)
basis. The new shares issued in the share capital increase pertaining to Tranche
1 will then be delivered to DNB Bank ASA as redelivery of shares under the share
lending agreement.
The Offer Shares in Tranche 2 are expected to be settled after the share capital
increase for the Offer Shares in Tranche 2 having been registered with the NRBE
and the Offer Shares have been registered in the VPS.
Subject to successful completion of the bookbuilding process for the Private
Placement, the Company will announce the subscription price and the final number
of Offer Shares placed in the Private Placement in a stock exchange announcement
expected to be published before opening of trading on Oslo Børs tomorrow, 15
September 2022.
The Company reserves the right, at any time and for any reason, to cancel,
and/or modify the terms of, the Private Placement. Neither the Company nor the
Managers will be liable for any losses incurred by applicants if the Private
Placement is cancelled, irrespective of the reason for such cancellation.
The contemplated transaction will be carried out as a Private Placement in order
to complete the share issue in today’s market conditions in an efficient manner
and to allow for participation from new investors. As a consequence of the
transaction structure, the shareholders’ preferential rights will be deviated
from. The Board of Directors has considered the Private Placement in light of
the equal treatment obligations under relevant acts and regulations, and is of
the opinion that the proposed Private Placement is in compliance with these
requirements. Following careful considerations, the Board of Directors is of the
view that it will be in the common interest of the Company and its shareholders
to raise equity through a Private Placement setting aside the pre-emptive rights
of the existing shareholders to subscribe for Offer Shares. By structuring the
transaction as a Private Placement, the Company will be in a position to raise
capital in an efficient manner, with a lower discount to the current trading
price and with significantly lower completion risks compared to a rights issue.
In addition, the Private Placement shall be marketed through a publicly
announced bookbuilding process. The Company will also consider to carry out a
subsequent offering towards the existing shareholders who did not participate in
the Private Placement.
Potential Subsequent Offering
Subject to inter alia (i) completion of the Private Placement, (ii) relevant
corporate resolutions including approval by the Board of Directors and the EGM,
(iii) prevailing market price of the Company’s shares, and (iv) approval of a
prospectus, the Company will in its sole discretion consider carrying out a
subsequent offering (the “Subsequent Offering”) of new shares in the Company.
Any such Subsequent Offering, if applicable and subject to applicable securities
laws, would be directed towards existing shareholders in the Company as of 14
September 2022 (as registered with the VPS two trading days thereafter) who (i)
were not allocated Offer Shares in the Private Placement, and (ii) are not
resident in a jurisdiction where such offering would be unlawful, or would (in
jurisdictions other than Norway) require any prospectus filing, registration or
similar action.
The Company will issue a separate stock exchange notice with further details on
the Subsequent Offering if and when finally resolved.
For further information, please contact:
Pål Magnussen, Chief Executive Officer +47 90 54 59 59
Morten Bakke, Chief Financial Officer +47 900 955 94
Leigh Jaros, Controller +1 484 880 3741
About American Shipping Company ASA:
Established in 2005 and listed on the Euronext Oslo Stock Exchange, AMSC is a
ship owning company with nine modern handy size product tankers, one modern
handy size shuttle tanker and one subsea construction vessel on bareboat
charters with various counterparties. AMSC has a significant contract backlog,
as well as profit sharing agreements with Overseas Shipholding Group, Inc. and
Keystone Shipping Co., which offers visibility with respect to future earnings
and potential dividend capacity. The Company has an ambition to pay attractive
dividends to its shareholders. Further information is available at
www.americanshippingco.com.
This document is not an offer to sell or a solicitation of offers to purchase or
subscribe for shares. Copies of this document may not be sent to jurisdictions,
or distributed in or sent from jurisdictions, in which this is barred or
prohibited by law. The information contained herein shall not constitute an
offer to sell or the solicitation of an offer to buy, in any jurisdiction in
which such offer or solicitation would be unlawful prior to registration,
exemption from registration or qualification under the securities laws of any
jurisdiction.
This communication may not be published, distributed or transmitted in or into
the United States, Canada, Australia, the Hong Kong Special Administrative
Region of the People’s Republic of China, South Africa or Japan and it does not
constitute an offer or invitation to subscribe for or purchase any securities in
such countries or in any other jurisdiction. In particular, the document and the
information contained herein should not be distributed or otherwise transmitted
into the United States of America or to U.S. persons (as defined in the U.S.
Securities Act of 1933, as amended (the “Securities Act”)) or to publications
with a general circulation in the United States of America. This document is not
an offer for sale of securities in the United States. The securities referred to
herein have not been and will not be registered under the Securities Act, or the
laws of any state, and may not be offered or sold in the United States of
America absent registration under or an exemption from registration under
Securities Act. AMSC does not intend to register any part of the offering in the
United States. There will be no public offering of the securities in the United
States of America.
The information contained herein does not constitute an offer of securities to
the public in the United Kingdom. No prospectus offering securities to the
public will be published in the United Kingdom. This document is only being
distributed to and is only directed at (i) persons who are outside the United
Kingdom or (ii) to investment professionals falling within article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
“Order”) or (iii) high net worth entities, and other persons to whom it 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”). The
securities are only available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such securities will be engaged in only
with, relevant persons. Any person who is not a relevant person should not act
or rely on this document or any of its contents.
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 2017/1129 as amended together with any applicable
implementing measures in any Member State.
Investing in securities involves certain risks.
This publication may contain specific forward-looking statements, e.g.
statements including terms like “believe”, “assume”, “expect”, “forecast”,
“project”, “may”, “could”, “might”, “will” or similar expressions. Such forward
-looking statements are subject to known and unknown risks, uncertainties and
other factors which may result in a substantial divergence between the actual
results, financial situation, development or performance of AMSC and those
explicitly or implicitly presumed in these statements. Against the background of
these uncertainties, readers should not rely on forward-looking statements. AMSC
assumes no responsibility to update forward -looking statements or to adapt them
to future events or developments.
FCA/ICMA Stabilisation
MiFID II professionals/ECPs-only - Manufacturer target market (MIFID II product
governance) is eligible counterparties and professional clients only (all
distribution channels).
Kilde
