AMSC ASA – AMERICAN SHIPPING COMPANY ASA – PRIVATE PLACEMENT SUCCESSFULLY PLACED15/09/2022
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRESERVICES, 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 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, 15 September 2022: Reference is made to the stock exchange announcement by American Shipping Company ASA (OSE:AMSC) ("AMSC" or the "Company") on 14 September 2022 regarding a contemplated private placement of new shares in the Company (the "Private Placement").
The Company is pleased to announce that the Private Placement has been successfully placed at a subscription price of NOK 36 per share (the "Subscription Price"), raising gross proceeds of approximately NOK 405 million through the allocation of 11,247,333 new shares (the "Offer Shares"). The Private Placement, which was significantly oversubscribed, took place through an accelerated book building process after close of market on 14 September 2022.
Clarksons Securities AS, DNB Markets, a part of DNB Bank ASA, and Pareto Securities AS acted as joint bookrunners (together the "Managers") in connection with the Private Placement. The Private Placement attracted strong interest from existing shareholders and new institutional investors.
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 Private Placement is divided into two tranches. Tranche 1 consists of 6,061,650 Offer Shares ("Tranche 1"). The issuance of the Offer Shares in Tranche 1 has now been resolved by the Company's board of directors (“Board of Directors”), pursuant to a board authorization granted by the Company's annual general meeting held on 22 April 2022.
All investors who have not pre-committed to subscribe for Offer Shares have been allocated Offer Shares in Tranche 1. The Offer Shares in Tranche 1 will 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 Tranche 1 Offer Shares will accordingly be tradable upon allocation.
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 following registration of the share capital increase for Tranche 1 in the Norwegian Register of Business Enterprises.
Following the registration of the new share capital pertaining to Tranche 1 with the Norwegian Register of Business Enterprises, the Company’s share capital will be NOK 66,678,155 divided into 66,678,155 shares, each with a nominal value of NOK 1.00.
Tranche 2 consists of 5,185,683 Offer Shares ("Tranche 2") and is subject to approval by the extraordinary general meeting of the Company to be held on 6 October 2022 (the "EGM"). 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 Norwegian Register of Business Enterprises and the Offer Shares in Tranche 2 have been registered in the VPS.
Following the issuance of the Offer Shares in Tranche 2 and registration of the new share capital pertaining to Tranche 2 with the Norwegian Register of Business Enterprises, the Company’s share capital will be NOK 71,863,838 divided into 71,863,838 shares, each with a nominal value of NOK 1.00.
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.
Notification of allocation of the Offer Shares and payment instructions is expected to be sent to the applicants through a notification from the Managers on 15 September 2022.
The following primary insiders in the Company have been allocated the following number of Offer Shares in Tranche 2 of the Private Placement at the Subscription Price:
· Homlungen AS, close associate of Chair of the Board Annette Malm Justad: 8,000 shares
· Vilja AS, close associate of board member Peter Knudsen: 15,000 shares
· Pål Magnussen, CEO: 30,000 shares
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 30.83 % of the shares in the Company though TRS arrangements with each of DNB Bank ASA (“DNB”) and Skandinaviska Enskilda Banken AB (“SEB”), in total 49.90%. 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 allocated the following Offer Shares in the Private Placement at the Subscription Price:
· Aker: 2,144,394 Offer Shares in Tranche 2
· DNB: 479,179 Offer Shares in Tranche 1 and 1,284,482 Offer Shares in Tranche 2
· SEB: 1,703,807 Offer Shares in Tranche 2
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. The allocations in Tranche 2 are subject to approval of the share capital increase for Tranche 2 by the EGM.
The Private Placement entails a deviation of existing shareholders’ preferential rights to subscribe new shares in the Company. The Board of Directors has considered the equal treatment obligations under relevant acts and regulations. The Board of Directors is of the opinion that the Private Placement is in compliance with these requirements and that it is in the best interest of the Company and its shareholders to raise equity through the Private Placement. By structuring the equity raise as a private placement, the Company was able to efficiently raise capital in an efficient manner without the significant discount typically seen in rights issues, and without the need for a guarantee consortium. It has also been taken into consideration that the Private Placement is based on a publicly announced bookbuilding process.
On this background, the Company is not contemplating to carry out a subsequent offering of shares directed towards shareholders not participating in the Private Placement, considering, In particular that:
· the subscription price of NOK 36 per Offer Share is based on the investor interest obtained following a pre-sounding of the Private Placement with wall-crossed investors and a publicly announced accelerated book-building process conducted by investment banks, and the subscription price represents professional investors' view of the market price for the Company's shares in a share offering of this size,
· that the dilution inherent in the Private Placement was limited to approximately 15.7%. The size of any subsequent offering would therefore in any event be limited, and this should be weighed against the costs that would accrue, in particular the costs of a prospectus, and
· the Private Placement does not significantly affect the balance of power in the existing shareholder base.
Advokatfirmaet BAHR AS is acting as legal advisor to the Company and Wikborg Rein Advokatfirma AS is acting as legal advisors to the Managers in connection with the Private Placement.
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
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
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.
- IMPORTANT INFORMATION -
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.
MiFID II professionals/ECPs-only - Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels).