NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, JAPAN, HONG KONG, SOUTH KOREA, OR ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Oslo, 21 January 2025
Reference is made to the stock exchange announcement published on 19 December 2024 regarding the agreement with Blue Northern BLK Ltd ("Blue Northern" or the "Offeror") for the Offeror to, subject to certain conditions, launch a recommended voluntary cash tender offer for all issued and outstanding shares (the "Shares") in Belships ASA ("Belships" or the "Company") at a price of NOK 20.50 per share (the "Offer"). The Offer is unanimously recommended by the board of directors of the Company (the "Board").
The offer document for the Offer (the "Offer Document") was approved by the Oslo Stock Exchange in its capacity as take-over supervisory authority today, 21 January 2025. The Offer is only capable of being accepted pursuant to the Offer Document. The Offer Document will be sent to the Company's shareholders with known addresses registered in the Company's shareholder register in Euronext Securities Oslo, the central securities depository in Norway (the "VPS"), as of the date hereof, in jurisdictions where the Offer Document may be lawfully distributed. Subject to regulatory restrictions in certain jurisdictions, the Offer Document is also available at the following webpage: https://www.abgsc.com/transactions and may be obtained free of charge during ordinary business hours at the offices of the receiving agent, ABG Sundal Collier ASA, Ruseløkkveien 26, 0251 Oslo, Norway.
The offer period for the Offer will commence tomorrow, 22 January 2025, and will expire at 16:30 CET on 20 February 2025, subject to any extensions at the sole discretion of the Offeror (the "Offer Period"). The terms and conditions of the Offer, including procedures for how to accept the Offer, are set out in the Offer Document.
Key Terms of the Offer:
- Offer Price: NOK 20.50 per Share, subject to adjustment pursuant to the terms and conditions of the Offer.
- Offer Period: From 22 January 2025 to and including 20 February 2025 at 16:30 (CET), subject to any extensions at the sole discretion of the Offeror. The Offer Period will in no event be extended beyond 16:30 CET on 31 March 2025.
- Receiving Agent: ABG Sundal Collier ASA
The Offer Price represents:
- A premium of 29.4% to the closing trading price for the Shares on 19 December 2024 of NOK 15.84;
- A premium of 19.4% to the volume weighted average share price since the Company's announcement regarding a strategic review on 26 November 2024 of NOK 17.16; and
- A premium of 17.2% to the thirty (30) days' volume weighted average share price adjusted for dividend up to and including 18 November 2024 of NOK 17.49.
Nordea Corporate Finance, part of Nordea Bank Abp, filial i Norge, has provided an independent expert statement in accordance with Section 6-16 of the Norwegian Securities Trading Act of 29 June 2007 No. 75 (the "Norwegian Securities Trading Act"), which states that, on the basis of the fairness opinion dated 18 December 2024, the Offer is fair from a financial point of view. The independent expert statement is included in the Offer Document.
Shareholders, including members of the Board and the executive management of the Company, who collectively own 172,966,654 Shares representing 68.43% of the Company's issued and outstanding share capital (excluding treasury shares owned by the Company), have given irrevocable undertakings to accept the Offer in respect of their Shares. For more information on the pre-acceptance undertakings, please refer to Section 3.4 (Pre-Acceptances) of the Offer Document.
About Belships
Belships was founded in 1918 and is a shipowner and operator of geared bulk carriers with a modern fleet of Ultramax vessels. Belships provides shipping transportation services in a global market with customers and partners in all parts of the world. The business is managed from the Company's office in Oslo.
About the Offeror and EnTrust
The Offeror is a special purpose vehicle incorporated for the purpose of launching the Offer and was formed by funds managed by the Blue Ocean maritime investment team at EnTrust Global ("EnTrust").
EnTrust is a global alternative asset manager with over 500 institutional clients worldwide. EnTrust is headquartered in New York and London, with 11 offices globally, and provides alternative investment solutions through commingled funds and customized funds-of-one, with a focus on opportunistic credit, transportation finance, and energy transition strategies.
EnTrust's Blue Ocean maritime investment platform is one of the leading investors solely dedicated to the ocean industries, and has deployed and committed approximately $5.0 billion into credit and equity investments since inception in 2017.
Advisors
Fearnley Securities AS is acting as financial advisor to the Company in connection with the Offer. Wikborg Rein Advokatfirma AS is acting as legal advisor to the Company in connection with the Offer.
ABG Sundal Collier ASA is acting as financial advisor to the Offeror and its affiliates in connection with the Offer. Advokatfirmaet BAHR AS and Watson Farley & Williams are acting as legal advisors to the Offeror and its affiliates in connection with the Offer.
Media Contacts:
Belships
Lars Christian Skarsgård, Chief Executive Officer
Telephone: +47 977 68 061
E-mail: LCS@belships.no
For EnTrust and the Offeror:
Hiltzik Strategies
E-mail: EnTrust@hstrategies.com
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IMPORTANT INFORMATION
The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. When published, the Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Australia, New Zealand, South Africa, Hong Kong, South Korea and Japan, or any other jurisdiction in which such would be unlawful. The Offeror does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons in the United States should review "Notice to U.S. Holders" below. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This announcement is for information purposes only and is not a tender offer document and, as such, is not intended to constitute or form any part of an offer or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. Investors may accept the Offer only on the basis of the information provided in the Offer Document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the Shares are not listed on a U.S. securities exchange and that Belships is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder. The Offer will be made to holders of Shares resident in the United States ("U.S. Holders") on the same terms and conditions as those made to all other holders of Shares of Belships to whom an offer is made. Any information documents, including the Offer Document, will be disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to Belships' other Shareholders to whom an offer is made. The Offer will be made by the Offeror and no one else.
The Offer will be made to U.S. Holders pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act as a "Tier II" tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer will be subject to disclosure and other procedural requirements timetable, settlement procedures and timing of payments, that are different from those that would be applicable under U.S. domestic tender offer procedures and law.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the United States or other means reasonably calculated to inform U.S. Holders of such information. To the extent that the Offeror discloses any information about any purchases of Shares or any related securities outside of the tender offer in Norway, it will publicly disclose the same information in the United States. If the consideration paid by the Offeror or its affiliates in any transaction after the public announcement of the tender offer is greater than the tender offer price, the tender offer price shall be increased to match that price. In addition, the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of Belships, which may include purchases or arrangements to purchase such securities.
Neither the SEC nor any securities supervisory authority of any state or other jurisdiction in the United States has approved or disapproved the Offer or reviewed it for its fairness, nor have the contents of the Offer Document or any other documentation relating to the Offer been reviewed for accuracy, completeness or fairness by the SEC or any securities supervisory authority in the United States. Any representation to the contrary is a criminal offence in the United States.
