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DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 30 June 2026: MPC Container Ships ASA (the âCompanyâ) has engaged DNB
Carnegie, a part of DNB Bank ASA, Fearnley Securities AS and Pareto Securities
AS as joint managers and joint bookrunners (collectively referred to as the
âManagersâ) and Clarksons Securities AS is acting as co-manager (the
âCo-Managerâ), to advise on and effect a contemplated private placement of new
shares in the Company (the âOffer Sharesâ) of up to 10% of shares outstanding
(the âPrivate Placementâ).
The final number of Offer Shares and the price per Offer Share (the âOffer
Priceâ) will be determined by the Companyâs board of directors in consultation
with the Managers on the basis of an accelerated bookbuilding process
conducted by the Managers. The Offer Price will be denominated in NOK.
The net proceeds to the Company from the Private Placement will be used to
refinance RCF drawings (if any) and replenish cash used in the announced fleet
acquisition, restoring balance sheet flexibility to pursue further accretive
transactions opportunistically.
Lock-ups
In connection with the Private Placement, the Company, the members of the
Companyâs management and board of directors, MPC CSI GmbH (the Companyâs
largest shareholder, owning 16.68% of the shares in the Company) and MPCC CSI
Ltd (related to the largest shareholder and owning 3.44% of the shares in the
Company) have entered into lock-up agreements for a period of six (6) months,
subject to customary exemptions.
Bookbuilding Period
The bookbuilding period for the Private Placement will commence on 30 June
2026 at 16:30 (CEST) and will close on 1 July 2026 at 08:00 (CEST) (the
âBookbuilding Periodâ). The Company reserves the right to extend or shorten
the Bookbuilding Period at any time at its sole discretion, without notice, or
to cancel the Private Placement in its entirety. If the Bookbuilding Period is
extended or shortened, any other dates referred to herein may be amended
accordingly.
Allocation and settlement
The final number of Offer Shares will be determined after the end of the
Bookbuilding Period, and the final allocation will be made at the sole
discretion of the board of directors in consultation with the Managers.
Allocation will be based on (but not limited to) indications from the
pre-sounding phase of the Private Placement, existing ownership in the
Company, price leadership, timeliness of order, relative order size, sector
knowledge, perceived investor quality and investment horizon. The Company
reserves the right, at its sole discretion, to reject and/or reduce any
orders, in whole or in part.
Notification of allocation and payment instructions is expected to be issued
to the applicants on or about 1 July 2026 through a notification to be issued
by the Managers.
Settlement of the Private Placement is expected to take place on a delivery
versus payment (âDVPâ) basis on or about 3 July 2026 (the âSettlement Dateâ),
subject to satisfaction of the Conditions (as defined below). The allocated
Offer Shares will be delivered to the applicantsâ VPS account on the
Settlement Date, subject to the Conditions (as defined below) having been met.
Offer Shares will be pre-paid by the Managers pursuant to a pre-payment
agreement (the âPre-Payment Agreementâ) expected to be entered into between
the Company and the Managers, in order to facilitate prompt registration of
the share capital increase pertaining to the issue of Offer Shares in the
Norwegian Register of Business Enterprises and DVP settlement. The new shares
in the Company will be issued by the board of directors pursuant to an
authorisation to increase the share capital in the Company granted by the
Companyâs annual general meeting held on 7 May 2026 (the âAuthorisationâ).
The Offer Shares are not tradable on Euronext Oslo Børs until the share
capital increase pertaining to the issuance of the Offer Shares has been
validly registered with the Norwegian Register of Business Enterprises, which
is expected on or about 2 July 2026.
Conditions of completion
Completion of the Private Placement for investors allocated Offer Shares is
subject to: (i) all corporate resolutions of the Company required to implement
the Private Placement being validly made by the Company, including without
limitation, the resolution by the board of directors to increase the share
capital of the Company and issue the Offer Shares pursuant to an authorisation
to increase the share capital in the Company granted by the Companyâs annual
general meeting held on 7 May 2026, (ii) the Pre-Payment Agreement remaining
in full force and effect, (iii) the share capital increase pertaining to the
issuance of the Offer Shares being validly registered with the Norwegian
Register of Business Enterprises, and (iv) the Offer Shares being validly
issued and registered in the Norwegian Central Securities Depository, Euronext
Securities Oslo (âVPSâ) (jointly referred to as the âConditionsâ).
The Company reserves the right to cancel the Private Placement at any time and
for any reason prior to the notification of allocation. The applicants also
acknowledge that the Private Placement will be cancelled if the Conditions are
not fulfilled. None of the Company, the Managers or the Co-Manager will be
liable for any losses incurred by applicants if the Private Placement is
cancelled, irrespective of the reason for such cancellation.
Selling restrictions
The Private Placement will be offered to investors subject to applicable
exemptions from relevant prospectus requirements in accordance with Regulation
(EU) 2017/1129 and is directed towards a limited number of selected investors
subject to applicable exemptions from relevant prospectus, filing and
registration requirements: (i) outside the United States in reliance on
Regulation S under the US Securities Act of 1933 (the âUS Securities Actâ) and
(ii) in the US only to persons reasonably believed to be âqualified
institutional buyersâ (QIBs) as defined in Rule 144A under the US Securities
Act. Applicable selling restrictions will apply.
In the United Kingdom, it shall be directed only at persons who are âqualified
investorsâ as defined in paragraph 15 of Schedule 1 to the Public Offers and
Admissions to Trading Regulations 2024, and who are (i) persons having
professional experience in matters relating to investments who fall within the
definition of âinvestment professionalsâ in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the âOrderâ) or (ii) high net worth entities falling within Article 49(2)(a)
to (d) of the Order; or (iii) are other persons to whom it otherwise lawfully
may be communicated.
The Offer Shares are not to be offered in any other jurisdiction where such an
offering would be prohibited by applicable law.
The minimum subscription and allocation amount in the Private Placement will
be a number of Offer Shares corresponding to the NOK equivalent of EUR
100,000. The Company may, at its sole discretion, offer and allocate amounts
below the NOK equivalent of EUR 100,000 in the Private Placement to the extent
exemptions from prospectus requirements are available in accordance with
applicable regulations, including the Regulation (EU) 2017/1129 on
prospectuses for securities (the âEU Prospectus Regulationâ), the (UK)
Financial Services and Markets Act 2000 as amended by the Public Offers and
Admissions to Trading Regulations 2024, the Norwegian Securities Trading Act
and ancillary regulations. Further selling restrictions and transaction terms
will apply.
Equal treatment of shareholders and subsequent offering
The Private Placement represents a deviation from the shareholdersâ
preferential right to subscribe for the Offer Shares. The board of directors
has carefully considered the structure of the equity raise in light of the
equal treatment obligations under the Norwegian Securities Trading Act and the
Norwegian Public Limited Liability Companies Act, and the board of directors
is of the opinion that it is in compliance with these principles. A private
placement enables the Company to raise equity efficiently and in a timely
manner under the current market conditions, with the pricing to be determined
through a bookbuilding, at a lower cost and with significantly reduced
completion risk compared to a rights issue. Accordingly, the board of
directors is of the view that the Private Placement is in the common interest
of the Company and its shareholders and is in compliance with the requirements
relating to equal treatment as set out in Section 5-14 of the Norwegian
Securities Trading Act.
The Company may, subject to completion of the Private Placement, and certain
other conditions, resolve to carry out a subsequent repair offering of new
shares (the âSubsequent Offeringâ) at the Offer Price in the Private Placement
which, subject to applicable securities law, will be directed towards existing
shareholders in the Company as of 30 June 2026 (as registered in the VPS two
trading days thereafter), who (i) were not included in the pre-sounding phase
of the Private Placement, (ii) were not allocated Offer Shares in the Private
Placement, and (iii) 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.
Advisors
DNB Carnegie, a part of DNB Bank ASA, Fearnley Securities AS and Pareto
Securities AS are acting as joint managers and joint bookrunners and Clarksons
Securities AS is acting as co-manager, in the Private Placement.
Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in the
Private Placement.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to Section 5-12 of the Norwegian Securities Trading Act. The stock
exchange announcement was published by Christine Arnesen Karsrud at the time
and date stated above in this announcement.
For further information, please contact:
Christine Arnesen Karsrud, Head of Investor Relations
ir@mpc-container.com
About MPC Container Ships:
MPC Container Ships ASA (ticker code âMPCCâ) is a leading container tonnage
provider focusing on small to mid-size container ships. Its main activity is
to own and operate a portfolio of container ships serving intra-regional trade
lanes on fixed-rate charters. The Company is registered and has its business
office in Oslo, Norway. For more information, please visit
www.mpc-container.com.
IMPORTANT INFORMATION
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. The
distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Copies of this announcement are not being made
and may not be distributed or sent into any jurisdiction in which such
distribution would be unlawful or would require registration or other
measures. Persons into whose possession this announcement or such other
information should come are required to inform themselves about and to observe
any such restrictions.
The securities referred to in this announcement have not been and will not be
registered under the US Securities Act, and accordingly may not be offered or
sold in the United States absent registration or an applicable exemption from
the registration requirements of the US Securities Act and in accordance with
applicable US state securities laws. The Company does not intend to register
any part of the offering or its securities in the United States or to conduct
a public offering of securities in the United States. Any sale in the United
States of the securities mentioned in this announcement will be made solely to
âqualified institutional buyersâ as defined in Rule 144A under the US
Securities Act and âmajor US institutional investorsâ as defined in Rule 15a-6
under the United States Exchange Act of 1934.
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
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression âEU
Prospectus Regulationâ means Regulation 2017/1129, as amended, together with
any applicable implementing measures in any Member State.
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 âOrderâ) 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 ârelevant personsâ). 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 for 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.
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 âbelieveâ, âexpectâ,
âanticipateâ, âstrategyâ, âintendsâ, âestimateâ, âwillâ, âmayâ, âcontinueâ,
âshouldâ 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.
Actual events may differ significantly from any anticipated development due to
a number of factors, including without limitation, changes in investment
levels and need for the Companyâs services, changes in the general economic,
political and market conditions in the markets in which the Company operates,
the Companyâs ability to attract, retain and motivate qualified personnel,
changes in the Companyâs ability to engage in commercially acceptable
acquisitions and strategic investments, and changes in laws and regulations
and the potential impact of legal proceedings and actions. 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 Company does not provide any
guarantees that the assumptions underlying the forward-looking statements in
this announcement are free from errors nor does it accept any responsibility
for the future accuracy of the opinions expressed in this announcement or any
obligation to update or revise the statements in this announcement to reflect
subsequent events. You should not place undue reliance on the forward-looking
statements in this document.
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.
Neither the Managers or the Co-Manager nor any of their affiliates makes any
representation as to the accuracy or completeness of this announcement and
none of them accepts any responsibility for the contents of this announcement
or any matters referred to herein.
This announcement is for information purposes only and is not to be relied
upon in substitution for the exercise of independent judgment. It is not
intended as investment advice and under no circumstances is it to be used or
considered as an offer to sell, or a solicitation of an offer to buy any
securities or a recommendation to buy or sell any securities in the Company.
Neither the Managers, the Co-Manager nor any of their affiliates accepts any
liability arising from the use of this announcement.
Kilde
