MPC Container Ships ASA: Contemplated Private Placement
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, THE UNITED KINGDOM, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 30 June 2026: MPC Container Ships ASA (the "Company") has engaged DNB Carnegie, a part of DNB Bank ASA, Fearnley Securities AS and Pareto Securities AS as joint managers and joint bookrunners (collectively referred to as the "Managers") and Clarksons Securities AS is acting as co-manager (the "Co-Manager"), to advise on and effect a contemplated private placement of new shares in the Company (the "Offer Shares") of up to 10% of shares outstanding (the "Private Placement").
The final number of Offer Shares and the price per Offer Share (the "Offer Price") will be determined by the Company's board of directors in consultation with the Managers on the basis of an accelerated bookbuilding process conducted by the Managers. The Offer Price will be denominated in NOK.
The net proceeds to the Company from the Private Placement will be used to refinance RCF drawings (if any) and replenish cash used in the announced fleet acquisition, restoring balance sheet flexibility to pursue further accretive transactions opportunistically.
Lock-ups
In connection with the Private Placement, the Company, the members of the Company's management and board of directors, MPC CSI GmbH (the Company's largest shareholder, owning 16.68% of the shares in the Company) and MPCC CSI Ltd (related to the largest shareholder and owning 3.44% of the shares in the Company) have entered into lock-up agreements for a period of six (6) months, subject to customary exemptions.
Bookbuilding Period
The bookbuilding period for the Private Placement will commence on 30 June 2026 at 16:30 (CEST) and will close on 1 July 2026 at 08:00 (CEST) (the "Bookbuilding Period"). The Company reserves the right to extend or shorten the Bookbuilding Period at any time at its sole discretion, without notice, or to cancel the Private Placement in its entirety. If the Bookbuilding Period is extended or shortened, any other dates referred to herein may be amended accordingly.
Allocation and settlement
The final number of Offer Shares will be determined after the end of the Bookbuilding Period, and the final allocation will be made at the sole discretion of the board of directors in consultation with the Managers. Allocation will be based on (but not limited to) indications from the pre-sounding phase of the Private Placement, existing ownership in the Company, price leadership, timeliness of order, relative order size, sector knowledge, perceived investor quality and investment horizon. The Company reserves the right, at its sole discretion, to reject and/or reduce any orders, in whole or in part.
Notification of allocation and payment instructions is expected to be issued to the applicants on or about 1 July 2026 through a notification to be issued by the Managers.
Settlement of the Private Placement is expected to take place on a delivery versus payment ("DVP") basis on or about 3 July 2026 (the "Settlement Date"), subject to satisfaction of the Conditions (as defined below). The allocated Offer Shares will be delivered to the applicants' VPS account on the Settlement Date, subject to the Conditions (as defined below) having been met. Offer Shares will be pre-paid by the Managers pursuant to a pre-payment agreement (the "Pre-Payment Agreement") expected to be entered into between the Company and the Managers, in order to facilitate prompt registration of the share capital increase pertaining to the issue of Offer Shares in the Norwegian Register of Business Enterprises and DVP settlement. The new shares in the Company will be issued by the board of directors pursuant to an authorisation to increase the share capital in the Company granted by the Company's annual general meeting held on 7 May 2026 (the "Authorisation").
The Offer Shares are not tradable on Euronext Oslo Børs until the share capital increase pertaining to the issuance of the Offer Shares has been validly registered with the Norwegian Register of Business Enterprises, which is expected on or about 2 July 2026.
Conditions of completion
Completion of the Private Placement for investors allocated Offer Shares is subject to: (i) all corporate resolutions of the Company required to implement the Private Placement being validly made by the Company, including without limitation, the resolution by the board of directors to increase the share capital of the Company and issue the Offer Shares pursuant to an authorisation to increase the share capital in the Company granted by the Company's annual general meeting held on 7 May 2026, (ii) the Pre-Payment Agreement remaining in full force and effect, (iii) the share capital increase pertaining to the issuance of the Offer Shares being validly registered with the Norwegian Register of Business Enterprises, and (iv) the Offer Shares being validly issued and registered in the Norwegian Central Securities Depository, Euronext Securities Oslo ("VPS") (jointly referred to as the "Conditions").
The Company reserves the right to cancel the Private Placement at any time and for any reason prior to the notification of allocation. The applicants also acknowledge that the Private Placement will be cancelled if the Conditions are not fulfilled. None of the Company, the Managers or the Co-Manager will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
Selling restrictions
The Private Placement will be offered to investors subject to applicable exemptions from relevant prospectus requirements in accordance with Regulation (EU) 2017/1129 and is directed towards a limited number of selected investors subject to applicable exemptions from relevant prospectus, filing and registration requirements: (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933 (the "US Securities Act") and (ii) in the US only to persons reasonably believed to be "qualified institutional buyers" (QIBs) as defined in Rule 144A under the US Securities Act. Applicable selling restrictions will apply.
In the United Kingdom, it shall be directed only at persons who are "qualified investors" as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024, and who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) are other persons to whom it otherwise lawfully may be communicated.
The Offer Shares are not to be offered in any other jurisdiction where such an offering would be prohibited by applicable law.
The minimum subscription and allocation amount in the Private Placement will be a number of Offer Shares corresponding to the NOK equivalent of EUR 100,000. The Company may, at its sole discretion, offer and allocate amounts below the NOK equivalent of EUR 100,000 in the Private Placement to the extent exemptions from prospectus requirements are available in accordance with applicable regulations, including the Regulation (EU) 2017/1129 on prospectuses for securities (the "EU Prospectus Regulation"), the (UK) Financial Services and Markets Act 2000 as amended by the Public Offers and Admissions to Trading Regulations 2024, the Norwegian Securities Trading Act and ancillary regulations. Further selling restrictions and transaction terms will apply.
Equal treatment of shareholders and subsequent offering
The Private Placement represents a deviation from the shareholders' preferential right to subscribe for the Offer Shares. The board of directors has carefully considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Securities Trading Act and the Norwegian Public Limited Liability Companies Act, and the board of directors is of the opinion that it is in compliance with these principles. A private placement enables the Company to raise equity efficiently and in a timely manner under the current market conditions, with the pricing to be determined through a bookbuilding, at a lower cost and with significantly reduced completion risk compared to a rights issue. Accordingly, the board of directors is of the view that the Private Placement is in the common interest of the Company and its shareholders and is in compliance with the requirements relating to equal treatment as set out in Section 5-14 of the Norwegian Securities Trading Act.
The Company may, subject to completion of the Private Placement, and certain other conditions, resolve to carry out a subsequent repair offering of new shares (the "Subsequent Offering") at the Offer Price in the Private Placement which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 30 June 2026 (as registered in the VPS two trading days thereafter), who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action.
Advisors
DNB Carnegie, a part of DNB Bank ASA, Fearnley Securities AS and Pareto Securities AS are acting as joint managers and joint bookrunners and Clarksons Securities AS is acting as co-manager, in the Private Placement. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in the Private Placement.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act. The stock exchange announcement was published by Christine Arnesen Karsrud at the time and date stated above in this announcement.
For further information, please contact:
Christine Arnesen Karsrud, Head of Investor Relations ir@mpc-container.com
About MPC Container Ships:
MPC Container Ships ASA (ticker code "MPCC") is a leading container tonnage provider focusing on small to mid-size container ships. Its main activity is to own and operate a portfolio of container ships serving intra-regional trade lanes on fixed-rate charters. The Company is registered and has its business office in Oslo, Norway. For more information, please visit www.mpc-container.com.
IMPORTANT INFORMATION
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be registered under the US Securities Act, and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the US Securities Act and in accordance with applicable US state securities laws. The Company does not intend to register any part of the offering or its securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the US Securities Act and "major US institutional investors" as defined in Rule 15a-6 under the United States Exchange Act of 1934.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation 2017/1129, as amended, together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulations and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Managers or the Co-Manager nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Managers, the Co-Manager nor any of their affiliates accepts any liability arising from the use of this announcement.