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 February 2025
Reference is made to the stock exchange announcement published on 21 January 2025 regarding the launch by Blue Northern BLK Ltd ("Blue Northern" or the "Offeror") of 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"), as further set out in the offer document dated 21 January 2025 (the "Offer Document"). Reference is further made to the stock exchange announcement published by Belships on 20 February 2025 regarding the extension of the acceptance period for the Offer until 7 March 2025 at 16:30 (CET) (the "Extension Announcement").
As of expiry of 20 February 2025, the last day of the initial acceptance period in the Offer, and subject to customary verification, the Offeror has received acceptances of the Offer for a total of 231,810,553 Shares, representing approximately 91.7% of the Company's issued and outstanding share capital (excluding treasury shares owned by the Company). Subject to verification of acceptances received, this means that the condition for completion of the Offer relating to "Minimum Acceptance", as set out in section 2.8 ("Conditions for Completion of the Offer") of the Offer Document, has been satisfied. The Offeror currently does not own any Shares.
The Offer is only capable of being accepted pursuant to the Offer Document, and the complete terms and conditions for the Offer are included in the Offer Document. The completion of the Offer is subject to certain remaining conditions, as further set out in section 2.8 ("Conditions for Completion of the Offer") of the Offer Document. Subject to regulatory restrictions in certain jurisdictions, the Offer Document is 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.
Advisors
ABG Sundal Collier ASA is acting as financial advisor while Advokatfirmaet BAHR AS and Watson Farley & Williams are acting as legal advisors to the Offeror and its affiliates. Fearnley Securities AS is acting as financial advisor while Wikborg Rein Advokatfirma AS is acting as legal advisor to the Company. 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 does not 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.
