ADS Maritime Holding Plc (“ADS” or the “Company”) has engaged Arctic Securities AS as Sole Manager (the “Manager”) to advise on and effect a fully underwritten private placement of new ordinary shares in the Company (the “New Shares”), raising gross proceeds of approx. NOK 100 million (the “Private Placement”). The subscription price per New Share in the Private Placement (the “Offer Price”) will be NOK 2.10 per Offer Share (the “Offer Price”).
Investor Presentation (pdf)
The net proceeds from the Private Placement will be used for investments in shipping assets, on a co-investment basis or in fully owned assets, as well as for general corporate purposes.
B T Larsen & Co Ltd (the “Underwriter”), a company that controls 28.2% of the shares in the Company and that is controlled by the chairman of the board, Bjørn Tore Larsen, has fully underwritten the Private Placement at the Offer Price. The underwriter will receive an underwriting commission of 1.5% of the underwriting commitment, payable in cash by the Company. The Underwriter will minimum be allocated Offer Shares in the Private Placement equal its pro-rata indirect ownership in the Company.
The application period in the Private Placement will commence today, 21 July 2022 at 09:00 CEST and close on 22 July 2022 at 16:30 CEST. The Manager and the Company may, however, at any time resolve to close or extend the application period on short or without notice. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly.
The Private Placement will be directed towards selected Norwegian and international investors (a) outside the United States in reliance on Regulation S under the U.S, Securities Act of 1933, as amended (the “U.S. Securities Act”), and (b) to investors in the United States who are “qualified institutional buyers” (“QIBs”) as defined in Rule 144A under the U.S. Securities Act, in each case subject to an exemption being available from prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000 per investor. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirements pursuant to the Norwegian Securities Trading Act and ancillary regulations are available. Further selling restrictions and transaction terms will apply.
Allocation of New Shares will be determined on or about 25 July 2022 by the Board at its sole discretion and in consultation with the Manager. The Board may focus on allocation criteria such as (but not limited to) existing ownership in the Company, timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon. The payment date for the Private Placement is expected to be on or about 27 July 2022 and the Offer Shares are expected to be delivered following approval of the Private Placement by the Company’s board of directors, full payment of the Offer Shares and issuance of the Offer Shares in VPS.
The completion of the Private Placement is subject to (i) the corporate resolutions of the Company required to implement the Private Placement and the Subsequent Offering, (ii) the Offer Shares having been fully paid and legally issued. The Private Placement will be cancelled if the conditions are not fulfilled, and may be cancelled or modified by the Company in its sole discretion for any other reason. Neither the Company nor the Manager will be liable for any losses incurred by applicants if the Private Placement is cancelled or modified, irrespective of the reason for such cancellation or modification.
The Company has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs’ Circular no. 2/2014 and is of the opinion that the waiver of the preferential rights inherent in a private placement, taking into consideration the time, costs and risk of alternative methods of the securing the desired funding is in the common interest of Company and its shareholders.
The Company will carry out a subsequent share offering in the form of new ordinary shares in the Company and/or a secondary sale of ordinary shares in the Company by the Underwriter (the “Subsequent Offering”). The Underwriter has pursuant to the underwriting agreement a right to sell up to a number of shares in the Subsequent Offering that would reduce its controlling inters down to 28.2% of the shares in the Company if the Subsequent Offering is fully subscribed and the Company has a similar right to request such sale. The split between new shares and secondary shares offered by the Underwriter in the Subsequent Offering will be determined by the board of directors of the Company following expiry of the subscription period in the Private Placement. The Subsequent Offering will be directed towards existing shareholders in the Company as of 22 July 2022, as registered in Euronext Securities Oslo, the Norwegian Central Securities Depositary (the “VPS”) as of 26 July 2022, except for shareholders who (i) were allocated Offer Shares or (ii) are resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action. The offer price in such Subsequent Offering will be the same as the Offer Price in the Private Placement, i.e. NOK 2.10 per share. Over-subscription and subscription without subscription rights will not be permitted in the Subsequent Offering.
ADS Maritime Holding Plc will continue to develop investments, utilizing the company’s track record with first class counterparties as part of its long/short term investment strategy. The Company has currently identified investment opportunities within its stated strategies in the tanker sector, crude and/or product, and the long-term shuttle tanker and/or LNG sectors and are working these towards conclusion.
The Company is currently negotiating the acquisition of a 20% ownership position in 3x Chinese built ~13/14-year-old LR2/coated Aframax tankers, where ADSMH also will retain the role of commercial manager. The ships will be chartered, on market terms, for a period of up to 3 years to 3rd party charterer. The Company consider the indicative terms to be attractive with downside protection and upside potential. The Company is currently not in a position to stipulate a conclusion time on the negotiations nor final price or charter rates. Negotiations are taking place in good fate, but completion can not be guarantied
The Company has signed a letter of intent in connection with the construction of 2 x LNG carriers, and the intended role is to provide management services to the “Owner” of the LNGC’s, a large financial investor. As the intended project develops, the Owner will provide the Company with an option to buy a minority stake in the LNGC owning subsidiaries.
Advisor
Arctic Securities AS act as Sole Bookrunner and Sole Manager in the Private Placement. Advokatfirmaet Wiersholm AS acts as Norwegian legal counsel to the Company.
For further information, please contact:
Terje Bodin Larsen, CEO
+47 905 35 543
tbl@ads.no
Dagfinn Andersen, CFO
+47 922 91 001
dagfinn.andersen@ads.no
About ADS Maritime Holding Plc
ADS Maritime Holding Plc is a public limited company listed on the Euronext Growth at the Oslo Stock Exchange (ticker ADS). The Company is incorporated and domiciled in Cyprus and has Norwegian subsidiaries based in Arendal, Norway.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation. This stock exchange release was published by Dagfinn Andersen, Chief Financial Officer on the time and date provided.
Important information
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan Hong Kong or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations and is subject to the disclosure requirements of section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of any offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.
The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Manager assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Manager is acting for the Company and no one else in connection with the Private Placement in the Company, and will not be responsible to anyone other than the Company providing the protections afforded to its clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release.
Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company’s current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.