AMERICAN SHIPPING COMPANY ASA - CONTEMPLATED PRIVATE PLACEMENT
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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.
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