NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN, THE UNITED STATES, THE UNITED KINGDOM OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Limassol, 3 October 2022
Reference is made to the stock exchange release from ADS Maritime Holding Plc (“ADS” or the “Company”) published on 22 July 2022 regarding completion of a private placement in the Company raising gross proceeds of approx. NOK 100 million (the “Private Placement”) and the separate stock exchange release as of the same date, regarding key information relating to a potential subsequent offering. In the said releases, the board of directors of the Company (the “Board”) announced that it intended to carry out a subsequent offering, consisting of a secondary sale of up to 34,190,476 existing ordinary shares in the Company by the Underwriter (the “Subsequent Offering”)
In the Subsequent Offering, eligible shareholders, being shareholders of the Company as of 22 July 2022, as registered in the Norwegian Central Securities Depository (the “VPS”) on 26 July 2022 pursuant to the VPS’ standard two day settlement procedure (the “Record Date”), except for shareholders (i) who were allocated shares in the Company’s private placement announced on 22 July 2022 (the “Private Placement”), and (ii) who are resident in a jurisdiction, other than Norway, where such offering would be unlawful, or would require a prospectus filing, registration or similar actions (such eligible shareholders jointly, “Eligible Shareholder”) will be granted non-transferable allocation rights (the “Allocation Rights”) that, subject to applicable law, give a right to apply for and be allocated Offer Shares in the Subsequent Offering (the “Subsequent Offer Shares”)at the Allocation Price (as defined below).
The Application Period in the Subsequent Offering commences on 4 October 2022 at 09:00 (CEST) and ends on 18 October 2022 at 16:30 (CEST). The offer price (the “Offer Price”) is NOK 2.10 per Offer Share. If the market price of the Company’s shares exceed the Offer Price, the Allocation Rights will have financial value. However, if the market price of the Company’s shares is below the Offer Price, the Allocation Rights will not have financial value because it will be possible to buy shares in the market at cheaper prices than the Offer Price, subject to sufficient volume of shares being available for purchase.
Eligible Shareholders will be granted 2.03981 Allocation Rights for every existing share registered as held by such Eligible Shareholder as of the Record Date, rounded down to the nearest whole Allocation Right. One (1) allocation will give the right to apply for and be allocated one (1) Offer Share. The maximum number of Offer Shares that will be allocated as part of the Subsequent Offering is limited to the amount of Allocation Rights in issue. Applications without Allocation Rights will not be permitted. The Allocation Rights will not be tradable. Allocation Rights that are not used to apply for Offer Shares before the end of the Application Period will have no value and will lapse without compensation to the holder.
The Subsequent Offer Shares are existing shares in the Company offered by one of the Company’s shareholders, B T Larsen & Co Ltd (the “Selling shareholder”). Any Offer Shares that are not allocated on the basis of exercised Allocation Rights will remain in the holding of the Selling Shareholder.
In order to apply for shares, Eligible Shareholders must provide Arctic Securities AS (the “Manager”) with a correctly completed and duly signed application form within the end of the Application Period. Further instructions regarding the allocation procedure are available in the Prospectus (as defined below). The Application Rights must be used to apply for Offer Shares in the Application Period and before the expiry of the Application Period 18 October 2022 at 16:30 hours (CEST).
Notifications of allocation in the Subsequent Offering are expected to be issued on or about 19 October 2022. The due date for payment of allocated Offer Shares is on or about 24 October 2022 (the “Payment Date”). A prospectus dated 3 October 2022 (the “Prospectus”) is available electronically at https://www.arctic.com/secno/en/offerings.
Arctic Securities AS act as the Manager and receiving agent in the Subsequent Offering
For further information, please contact:
Terje Bodin Larsen, CEO
+47 905 35 543
Dagfinn Andersen, CFO
+47 922 91 001
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. For more information, visit www.adsmh.com
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.
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 exp