Contemplated block sale of existing shares in MPC Container Ships ASA (MPCC)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG, SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
STAR Spike Limited which is ultimately controlled by STAR Capital Partnership LLP (the "Seller") has retained Clarksons Securities, Fearnley Securities and Pareto Securities (the "Managers") to explore a potential block sale of existing shares in MPC Container Ships ASA (the "Company") through a private placement (the "Offering").
The Seller is contemplating selling 33,300,000 - 44,314,143 shares in the Company (equal to approx. 7.5% - 9.99% of the Company's outstanding shares). The Seller reserves the right, at its sole discretion, to sell fewer shares or no shares at all. The price in the Offering has been set to NOK 17.73 per share.
The application period in the Offering will commence immediately (19 October 2022) and will close on 20 October 2022 at 08:00 CEST. The Seller may, at its sole discretion, extend or shorten the application period at any time and for any reason without notice. If the application period is extended or shortened, the other dates referred to herein might be changed. The Offering is expected to be allocated before 09:00 CEST on 20 October 2022 (T). The settlement in the Offering will be conducted on a normal delivery-versus-payment basis (DVP T+2).
The Seller currently holds 44,314,143 shares in the Company (equal to approx. 9.99% of the Company's outstanding shares). If the demand in the Offering is satisfactory the Seller may thus sell its entire shareholding in the Company. The Seller will enter into a 90-day customary lock-up with the Managers following the completion of the Offering for any of the shares the Seller currently holds in the Company which are not sold as part of the Offering.
The minimum order and allocation in the Offering have been set to the NOK equivalent of EUR 100,000. The Managers may, however, offer and allocate an amount below the NOK equivalent of EUR 100,000 in the Offering to the extent exemptions from prospectus requirements, in accordance with Regulation (EU) 2017/1129, are available.
The Seller is represented on the Company's board of directors by Laura Carballo Beautell.
For more information about the Offering please contact one of the Managers:
Clarksons Securities: +47 22 01 63 01
Fearnley Securities: +47 22 93 63 64
Pareto Securities: +47 22 87 87 50
This information is considered to include inside information pursuant to the EU Market Abuse Regulation article 7 and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Magnus Granerød at MPC Container Ships ASA, on 19 October 2022 at 16:43 CEST.
IMPORTANT NOTICE:
The distribution of this announcement and the offer and sale of the shares in certain jurisdictions may be restricted by law. The shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction. No action has been taken by the Managers or any of their affiliates that would permit an offering of the shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This press release is for information purposes only and does not constitute or form a part of an offer to sell or a solicitation of an offer to purchase any security of the Company in the United States or in any other jurisdiction where such offer or solicitation is unlawful. The securities of the Company described in this press release have not been and will not be registered under the U.S. Securities Act of 1933 as amended, or any applicable state or foreign securities laws and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the U.S. Securities Act of 1933 as amended. There will be no public offering of securities in the United States.