November 2, 2023: Okeanis Eco Tankers Corp. (âOETâ or the âCompanyâ) is pleased to announce that it has filed a registration statement with the U.S. Securities and Exchange Commission (âSECâ), with the intention of directly listing its common shares on the New York Stock Exchange (âNYSEâ). Subject to the registration statement being declared effective by the SEC, the Companyâs common shares are expected to be registered with the SEC and admitted for trading on the NYSE under the ticker âECOâ in addition to Oslo Børs, which shall continue to use the ticker âOETâ. In conjunction with a listing on NYSE, it is expected that OET will change its listing status in Oslo from primary listing to secondary listing on Oslo Børs.
No new OET securities will be issued in connection with the common share listing on the NYSE.
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Aristidis Alafouzos, CEO of OET, commented:
âThis marks a very important milestone in OETâs journey. We believe that a listing on the NYSE will expand our investor reach and facilitate our long-term vision of becoming the listed crude oil tanker platform of choice for investors globally. We wish to provide US investors the access to our fleet, commercial performance, and track record of returning value to our shareholders, as well as unlock enhanced trading liquidity for existing investors. Our objective is to cultivate the same level of trust and reliability with the US market as we have successfully established within our listing in Oslo. The dual listing further enhances our access to the capital markets, solidifies our position within the industry, and offers potential opportunities for accretive transactions in the future. Our team remains committed to continue steering the Company on the path that we have paved since our IPO in 2018 and our strategy to create value for our shareholdersâ.
CONTEMPLATED CHANGE IN SHARE REGISTRATION AND TRADING SUSPENSION
In connection with the contemplated NYSE listing and to facilitate transfer of common shares between NYSE and Oslo Børs, the Company intends to amend the registration structure for its common shares whereby all common shares will be primarily held and settled within the Depository Trust Company (âDTCâ) in the United States and secondarily held and settled in Euronext Securities Oslo (the âVPSâ) through a Central Securities Depository (âCSDâ) link (the âShare Registration Conversionâ). Following the Share Registration Conversion, the Companyâs common shares may be moved between the DTC and VPS to enable trading between the respective trading venues.
In conjunction with the NYSE listing, the Companyâs ticker on Oslo Børs is expected to remain âOETâ.
The Companyâs common shares will continue to trade under the same ISIN as today (MHY641771016).
Due to technical settlement procedures in the VPS, a trading suspension in the Companyâs common shares on Oslo Børs will be required for a period of expected two trading days in connection with the implementation of the Share Registration Conversion (the âTrading Suspensionâ), which is contemplated to take place shortly prior to the first day of trading on NYSE. The Company will make a request to Oslo Børs to approve such Trading Suspension. During the Trading Suspension, the Companyâs common shares will be temporarily suspended from trading on Oslo Børs. Following completion of the Share Registration Conversion, the Trading Suspension will end, and the Companyâs common shares will resume trading as normal.
No action will be required by an investor holding common shares in the VPS in connection with the Share Registration Conversion and investorsâ registered holdings in the VPS will continue.
Following completion of the Share Registration Conversion, the Companyâs common shares will be registered in the Companyâs stock ledger in the name of DTCâs nominee, Cede & Co., and DTC will act as the primary securities depository for the common shares. All common shares of the Company will be primarily recorded in the DTC and secondarily recorded in the VPS through a CSD link. DNB Bank ASA, Registrarsâ Department (the âVPS Registrarâ), will continue to administrate the Companyâs VPS register.
To facilitate the secondary registration of the common shares in the VPS, the Company will enter into a deposit and registrar agreement (the âRegistrar Agreementâ) with the VPS Registrar. The local agent of Clearstream Banking Luxembourg (âCBLâ), Citibank N.A., acting as a custodian of the VPS, is registered as the holder of the primarily registered securities in the DTC pursuant to which the VPS registered shares are derived.
Following the Share Registration Conversion, the book entry interests recorded in the VPS and listed on Oslo Børs will still be regarded as the Companyâs common shares pursuant to the Central Securities Depositories Regulation (âCSDRâ). The common shares in the VPS will not carry any direct shareholder or voting rights in the Company, but shareholders in the VPS may instruct the VPS Registrar to vote for their common shares. The Company is expected to furnish voting materials to the VPS Registrar and the VPS Registrar is expected to notify the owners of the common shares of upcoming votes and arrange to deliver the Companyâs voting materials to the owners of such common shares. The VPS Registrarâs notice is expected to describe voting materials and explain how owners of the common shares may instruct the VPS Registrar to vote or cause the vote of the underlying common shares. The VPS Registrar shall only vote or attempt to vote on the instruction of the owners of common shares held through the VPS and shall not itself exercise any voting rights.
TIMING
The Trading Suspension and the Share Registration Conversion is expected to be completed in conjunction with the first day of listing on NYSE. The exact timing for the actual listing on NYSE is not yet determined, but is expected to take place during mid-December 2023. The expected dates for the Trading Suspension, completion date for the Share Registration Conversion, and first day of listing on NYSE will be announced by the Company no later than two trading days on Oslo Børs prior to the first day of the Trading Suspension.
ADVISORS
Fearnley Securities AS is acting as financial advisor to the Company in relation to the listing on the New York Stock Exchange. Advokatfirmaet BAHR AS is acting as Norwegian legal advisor to the Company and Watson Farley & Williams LLP is acting as Marshall Islands and U.S. legal counsel to the Company.
Contact:
Iraklis Sbarounis, CFO
Tel: +30 210 480 4200
ir@okeanisecotankers.com
This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.
About OET
OET is a leading international tanker company providing seaborne transportation of crude oil and refined products. The Company was incorporated on April 30, 2018 under the laws of the Republic of the Marshall Islands and is listed on Oslo Børs under the symbol OET. The sailing fleet consists of six modern scrubber-fitted Suezmax tankers and eight modern scrubber-fitted VLCC tankers.
Forward-Looking Statements
Matters discussed in this release may contain certain forward-looking statements relating to corporate affairs, the business, financial performance and results of the Company and its subsidiaries and/or the industry in which they operate. Forward-looking statements provide the Companyâs current expectations or forecasts of future events. Forward-looking statements include statements about the Companyâs expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts or that are not present facts or conditions. Words or phrases such as âanticipate,â âbelieve,â âcontinue,â âestimate,â âexpect,â âintend,â âmay,â âongoing,â âplan,â âpotential,â âpredict,â âproject,â âwillâ or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. The forward-looking statements contained in this release, including assumptions, opinions and views of the Company or cited from third-party sources, are solely opinions and forecasts that are subject to risks, uncertainties and other factors, including risks described under the section captioned âRisk Factors,â in OETâs registration statement on Form 20-F filed with the SEC on November 2, 2023, which contains additional information about factors that could affect actual results, including risks relating to the Companyâs industry, business operations, financing and liquidity, regulation and other risks described in the registration statement. The Companyâs actual results could differ materially from those anticipated in forward-looking statements for many reasons. The Company does not provide any assurance that the assumptions underlying such forward-looking statements are free from errors, nor does the Company accept any responsibility for the future accuracy of the opinions expressed in the presentation or the actual occurrence of the forecasted developments. No obligations are assumed to update any forward-looking statements or to conform to these forward-looking statements to actual results.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.
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