Himalaya Shipping Ltd. (HSHIP) – Conversion of share registration form and trading suspension

Hamilton, Bermuda, March 20, 2023                        

On March 7, 2023, Himalaya Shipping Ltd. (“Himalaya” or the “Company”) announced that the Company had filed a registration statement with the U.S. Securities and Exchange Commission (“SEC”), with the intention of offering new shares and listing its shares on the New York Stock Exchange (“NYSE”), while continuing to be listed on Euronext Expand in Norway.

To facilitate transfer of shares between NYSE and Euronext Expand, the Company intends to amend the registration structure for its shares whereby all shares will be primarily held and settled within the Depository Trust Company (“DTC”) in the United States and secondarily held and settled in Euronext Securities Oslo (the “VPS”) through a Central Securities Depository (“CSD”) link (the “Conversion”). Following the Conversion, the Company’s shares will be able to be moved between the DTC and VPS to enable trading between the respective trading venues. Further, following the Conversion, the Company’s ticker on Euronext Expand will change from “HSHIP” to “HSHP”.

Due to technical settlement procedures in the VPS, a trading suspension in the Company’s shares will be required for a period of time in connection with the Conversion, expected to be two trading days. The Company will make a request to Oslo Børs to approve such suspension. During the trading suspension, the Company’s shares will be temporarily suspended from trading on Euronext Expand.

No action will be required by an investor holding shares in the VPS in connection with the Conversion and investors’ registered holdings in the VPS will continue.

The Conversion is expected to be completed in the near term. The expected dates for the trading suspension and the expected completion date for the Conversion will be announced by the Company no later than on the opening of the Norwegian market two Norwegian business days prior to the first day of the suspension.

The Company’s shares will continue to trade under the same ISIN as today (BMG4660A1036) and with the new ticker “HSHP” after the Conversion.

Following completion of the Conversion, the trading suspension will end, and the Company’s shares will resume trading as normal.

Following completion of the Conversion, the Company’s shares will be registered in the Company’s Register of Members in Bermuda in the name of DTC’s nominee, Cede & Co. and DTC will act as the primary securities depository for the shares. All shares in the Company will be primarily recorded in the DTC and secondarily recorded in the VPS through a CSD link. DNB Bank ASA, Registrars’ Department (the “VPS Registrar”) will continue to administrate the Company’s VPS register.

To facilitate the secondary registration of the shares in the VPS, the Company will enter into a deposit and registrar agreement (the "Registrar Agreement") with the VPS Registrar. A custodian of the VPS Registrar will be registered as the holder of the primarily registered securities in the DTC pursuant to which the VPS registered shares are derived from.

Following the Conversion, the book entry interests recorded in the VPS and listed on Euronext Expand will still be regarded as the Company’s shares pursuant to the Central Securities Depositories Regulation (“CSDR”). The 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 shares. The Company will furnish voting materials to the VPS Registrar and the VPS Registrar will notify the owners of the shares of upcoming votes and arrange to deliver the Company's voting materials to the owners of the shares. The VPS Registrar's notice will describe the information in the voting materials and explain how owners of the shares may instruct the VPS Registrar (who would then instruct the holder of such shares registered in the Register of Members) to vote the underlying shares. The VPS Registrar will only vote or attempt to vote on the instruction of the owners of shares and will not itself exercise any voting rights.

A registration statement relating to the new shares has been filed with the SEC, but has not yet become effective. The new shares may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The offering of new shares will be made only by means of a prospectus. Copies of the preliminary prospectus may be obtained, when available, from: the SEC at www.sec.gov, and from: DNB Markets, Inc., Attn: Compliance Department, by telephone: 212-681-3800, or by email at: [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities in any state or jurisdiction including the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Any offers, solicitations or offers to buy, or any sales of new shares in the United States will be made in accordance with the registration requirements of the Securities Act of 1933 including by means of a prospectus that may be obtained from Himalaya that will contain detailed information about the Company and management, as well as financial statements; and if made in any other state or jurisdiction will be made in accordance with the securities laws of any such state or jurisdiction. 

This press release shall not constitute an offer to subscribe to or a solicitation of an offer to subscribe to securities in any member state within the European Economic Area (“EEA”) in which such offer or solicitation is unlawful, unless in reliance upon applicable EEA prospectus exceptions, whereby no EEA prospectus, registration or similar action would be required within EEA.

About Himalaya Shipping Ltd.:

Himalaya Shipping Ltd. is an independent bulk carrier company, incorporated in Bermuda. Himalaya Shipping has two vessels in operation and ten Newcastlemax dry bulk vessels under construction at New Times Shipyard in China. The remaining newbuildings are expected to be delivered by July 2024.

For further information, please contact:

Herman Billung, Contracted CEO

Telephone +47 918 31 590

Forward Looking Statements

This announcement includes forward looking statements. Forward looking statements are, typically, statements that do not reflect historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions, and include statements relating to the Company’s planned listing on the NYSE, including an expected suspension of trading and the expected timing thereof, our business and other non-historical statements. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Himalaya Shipping Ltd. believes that these assumptions are reasonable, they are, by their nature, uncertain and subject to significant known and unknown risks, contingencies and other factors which are difficult or impossible to predict and which are beyond our control. Such risks, uncertainties, contingencies and other factors could cause actual events to differ materially from the expectations expressed or implied by the forward-looking statements included herein.