Reference is made to the stock exchange notice by American Shipping Company ASA (the “Company”) on 15 September 2022 regarding the private placement of 11,247,333 new shares in the Company (the “Private Placement”) at a subscription price of NOK 36 per share (the “Subscription Price”).
Aker Capital AS, a wholly-owned subsidiary of Aker ASA, has pre-committed to subscribe for, and been allocated, 2,144,394 shares in the Private Placement, at the Subscription Price. Aker Capital has accepted to take delivery of the shares in Tranche 2 of the Private Placement, and the allocation is accordingly subject to approval of the share capital increase for Tranche 2 by an extraordinary general meeting (“EGM”) to be held by the Company on 6 October 2022. Reference is made to the stock exchange notice referred to above for further information. Please see attached primary insider notification form pursuant to the requirements of the Market Abuse Regulation.
In order to maintain Aker’s total financial exposure in the Company, Aker Capital AS will enter into a total return swap (“TRS”) agreement with DNB Bank ASA (“DNB”) following the settlement of Tranche 1 of the Private Placement, with financial exposure to 479,179 underlying shares in the Company.
Furthermore, Aker Capital AS will, subject to the approval by the EGM as described above, enter into two additional TRS agreements with DNB and Skandinaviska Enskilda Banken AB (“SEB”) in connection with the settlement of Tranche 2 of the Private Placement, with financial exposure to 1,284,482 and 1,703,807 underlying shares in the Company, respectively.
In addition to the above, Aker Capital AS currently holds 11,557,022 existing shares in the Company and is party to two TRS agreements with DNB and SEB with financial exposure to 9,505,100 and 9,182,520 underlying shares in the Company, respectively. The expiry date of these TRS agreements is 6 December 2022. The swap prices for these TRS agreements are NOK 33.5773 and NOK 33.6059 per share, respectively.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.