American Shipping Company ASA – private placement successfully placed

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

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

The Company intends to use the net proceeds from the Private Placement to partly 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 Offer Shares (“Tranche 1”). The issuance of the Offer Shares in Tranche 1 has now been resolved by the Company’s board of directors (“Board of Directors”), pursuant to a board authorization granted by the Company’s annual general meeting held on 22 April 2022.

All investors who have not pre-committed to subscribe for Offer Shares have been allocated Offer Shares in Tranche 1. The Offer Shares in Tranche 1 will be settled with existing and unencumbered shares in the Company that are already listed on Oslo Børs, pursuant to a share lending agreement between DNB Bank ASA, DNB Markets (on behalf of the Managers) and the Company in order to facilitate delivery of listed shares in the Company to applicants on a delivery-versus-payment (DVP) basis. The Tranche 1 Offer Shares will accordingly be tradable upon allocation.

The new shares issued in the share capital increase pertaining to Tranche 1 will then be delivered to DNB Bank ASA as redelivery of shares under the share lending agreement following registration of the share capital increase for Tranche 1 in the Norwegian Register of Business Enterprises.

Following the registration of the new share capital pertaining to Tranche 1 with the Norwegian Register of Business Enterprises, the Company’s share capital will be NOK 66,678,155 divided into 66,678,155 shares, each with a nominal value of NOK 1.00.

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

Following the issuance of the Offer Shares in Tranche 2 and registration of the new share capital pertaining to Tranche 2 with the Norwegian Register of Business Enterprises, the Company’s share capital will be NOK 71,863,838 divided into 71,863,838 shares, each with a nominal value of NOK 1.00.

Tranche 1 is not conditional upon completion of Tranche 2, and acquisition of Offer Shares in Tranche 1 will remain final and binding and cannot be revoked or terminated by the respective applicants if Tranche 2 is not completed. If Tranche 2 is not completed (e.g. due to non-approval by the EGM), applicants will not be delivered Offer Shares in Tranche 2 and the Company will hence not receive the proceeds from Tranche 2.

Notification of allocation of the Offer Shares and payment instructions is expected to be sent to the applicants through a notification from the Managers on 15 September 2022.
The following primary insiders in the Company have been allocated the following number of Offer Shares in Tranche 2 of the Private Placement at the Subscription Price:

Homlungen AS, close associate of Chair of the Board 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 shares in the Company and has an additional financial exposure to 30.83 % of the shares in the Company though TRS arrangements with each of DNB Bank ASA (“DNB”) and Skandinaviska Enskilda Banken AB (“SEB”), in total 49.90%. Aker, DNB and SEB have pre-committed to subscribe for Offer Shares in order to maintain Aker’s total financial exposure in the Company, and have been allocated the following Offer Shares in the Private Placement at the Subscription Price:

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

Aker will enter into TRS arrangements with each of DNB and SEB with reference to a corresponding number of shares as subscribed for by DNB and SEB in the Private Placement. The allocations in Tranche 2 are subject to approval of the share capital increase for Tranche 2 by the EGM.

The Private Placement entails a deviation of existing shareholders’ preferential rights to subscribe new shares in the Company. The Board of Directors has considered the equal treatment obligations under relevant acts and regulations. The Board of Directors is of the opinion that the Private Placement is in compliance with these requirements and that it is in the best interest of the Company and its shareholders to raise equity through the Private Placement. By structuring the equity raise as a private placement, the Company was able to efficiently raise capital in an efficient manner without the significant discount typically seen in rights issues, and without the need for a guarantee consortium. It has also been taken into consideration that the Private Placement is based on a publicly announced bookbuilding process.

On this background, the Company is not contemplating to carry out a subsequent offering of shares directed towards shareholders not participating in the Private Placement, considering, In particular that:

• the subscription price of NOK 36 per Offer Share is based on the investor interest obtained following a pre-sounding of the Private Placement with wall-crossed investors and a publicly announced accelerated book-building process conducted by investment banks, and the subscription price represents professional investors’ view of the market price for the Company’s shares in 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 should be weighed against the costs that would accrue, in particular the costs of a prospectus, and
• the Private Placement does not significantly affect the balance of power in the existing shareholder base.

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