American Shipping Company ASA – successfully placed private placement

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Reference is made to the stock announcement of American Shipping Company ASA (OSE:AMSC) (“AMSC” or the “Company”) on September 14, 2022 regarding a contemplated private placement of new shares of 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”), generating gross proceeds of approximately NOK 405 million through the allocation of 11,247,333 new shares (the “Share Offering”). The Private Placement, which was significantly oversubscribed, took place under an accelerated bookbuilding process after market close on September 14 2022.

Clarksons Securities AS, DNB Markets, 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 has generated strong interest from existing shareholders and new institutional investors.

The Company intends to use the net proceeds of the private placement to partially 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 Offered Shares (“Tranche 1”). The issue of the Offered Shares in Tranche 1 has now been decided by the board of directors of the Company (“Board of Directors”), pursuant to a board authorization granted by the annual general meeting of the Company held on April 22, 2022.

All investors who have not pre-committed to subscribe to the Offered Shares have been allocated Offered Shares in Tranche 1. The Offered Shares in Tranche 1 will be settled with existing and unencumbered shares of the Company which are already listed in Oslo Børs, pursuant to a share lending agreement between DNB Bank ASA, DNB Markets (on behalf of the Managers) and the Company to facilitate the delivery of listed shares of the Company to applicants on a delivery against payment (DVP). The Offered Shares Tranche 1 will therefore be negotiable as soon as they are allocated.

The new shares issued under the capital increase relating to Tranche 1 will then be delivered to DNB Bank ASA as new delivery of shares under the share loan agreement after registration of the capital increase for tranche 1 in the Norwegian Register of Commercial Enterprises.

Following the registration of the new share capital relating to Tranche 1 with the Norwegian Register of Commercial Enterprises, the share capital of the Company will be NOK 66,678,155 divided into 66,678,155 shares, each with a par value of 1. NOK 00.

Tranche 2 consists of 5,185,683 Offered Shares (“Tranche 2”) and is subject to the approval of the extraordinary general meeting of the Company to be held on October 6, 2022 (the “EGM”). The Tranche 2 Offered Shares are expected to be settled after the capital increase for the Tranche 2 Offered Shares has been registered with the Norwegian Companies Registry and the Tranche 2 Offered Shares have been registered in the VPS.

Following the issue of the Offered Shares in Tranche 2 and the registration of the new share capital relating to Tranche 2 with the Norwegian Companies Registry, the share capital of the Company will be NOK 71,863,838 divided into NOK 71,863,838 shares, each with a nominal value of NOK 1.00. .

Tranche 1 is not conditional on the completion of Tranche 2, and the acquisition of Offered Shares in Tranche 1 will remain final and binding and may not be revoked or terminated by the respective applicants if Tranche 2 does not is not completed. If Tranche 2 is not completed (for example due to non-approval by the EGM), applicants will not receive Offered Shares in Tranche 2 and the Company will therefore not receive the proceeds of the Tranche 2.

The notification of the allotment of the Offered Shares and the payment instructions should be sent to the candidates by means of a notification from the Managers on September 15, 2022.
The following principal insiders of the Company have been granted the following number of Shares Offered in Tranche 2 of the Private Placement at the Subscription Price:

Homlungen AS, a close associate of the chairman of the board of directors 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 Company’s shares and has additional financial exposure to 30.83% of the Company’s shares through TRS agreements with each of DNB Bank ASA (“DNB”) and Skandinaviska Enskilda Banken AB (“SEB”), in aggregate 49.90%. Aker, DNB and SEB have pre-committed to subscribe to the Offered Shares in order to maintain Aker’s total financial exposure in the Company, and have been granted the following Offered Shares under the Private Placement at the Subscription Price:

• Aker: 2,144,394 Shares Offered in Tranche 2
• DNB: 479,179 Shares Offered in Tranche 1 and 1,284,482 Shares Offered in Tranche 2
• SEB: 1,703,807 Shares Offered in Tranche 2

Aker will enter into TRS agreements with DNB and SEB with reference to a corresponding number of shares subscribed by DNB and SEB in the Private Placement. Tranche 2 grants are subject to the approval of the Tranche 2 capital increase by the EGM.

The Private Placement implies a derogation from the preferential right of existing shareholders to subscribe for new shares of the Company. The Board of Directors has reviewed equal treatment obligations under relevant laws and regulations. The Board of Directors believes that the Private Placement complies with these requirements and that it is in the best interest of the Company and its shareholders to raise capital through the Private Placement. By structuring the capital raise as a private placement, the Company was able to efficiently raise capital without the deep discount typically seen in rights issues and without the need for a consortium. of guarantee. It has also been taken into consideration that the Private Placement is based on a publicly announced bookbuilding process.

In this context, the Company does not plan to make a subsequent offer of shares to shareholders not participating in the Private Placement, considering in particular that:

• the subscription price of NOK 36 per Offered Share is based on investor interest obtained following a pre-survey of the Private Placement with cross investors and a publicly announced accelerated bookbuilding process and conducted by investment banks, and the subscription price represents the opinion of professional investors on the market price of the Company’s shares in the context of 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 would have to be weighed against the resulting costs, in particular the costs of a prospectus, and
• the Private Placement does not significantly affect the balance of power within the existing shareholders.

Advokatfirmaet BAHR AS is acting as legal advisor to the Company and Wikborg Rein Advokatfirma AS is acting as legal advisor to the Managers in connection with the Private Placement.
Source: American Shipping Company ASA

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