Belships ASA: Update on pre-acceptances
22 Janeiro 2025 - 3:00AM
UK Regulatory
Belships ASA: Update on pre-acceptances
Oslo, 22 January 2025
Reference is made to the stock exchange announcement made by
Belships ASA ("Belships" or the
"Company") on 21 January 2025, regarding the
approval of the offer document (the "Offer
Document") by Blue Northern BLK Ltd. ("Blue
Northern" or the "Offeror") for the
recommended voluntary cash tender offer (the
"Offer") to acquire all issued and outstanding
shares of Belships (the "Shares") against a cash
consideration of NOK 20.50 (the "Offer Price") per
Share, and commencement of the offer period today, 22 January
2025.
Reference is further made to the stock exchange announcement
made by the Company on 19 December 2024, pursuant to which it was
disclosed that the members of the Company's board of directors (the
"Board") and executive management, and close
associates of them (PDMRs), set out below have given irrevocable
pre-acceptances to accept the Offer at the Offer Price for all of
their Shares in the Company. As a result of the 30-day "closed
period" for PDMRs prior to publication of the Company's quarterly
report for Q4 2024 on 11 February 2025, pursuant to the EU's Market
Abuse Regulation (Regulation (EU) no. 596/2014)
("MAR"), the PDMRs have under the irrevocable
pre-acceptances undertaken to formally tender their shares in the
Offer by delivery of acceptance forms for the Offer immediately
following the end of the closed period, as further specified
below:
* AS Torinitamar, a close associate of primary insider Lars
Christian Skarsgård (CEO): 980,100 Shares.
* Kryptogram AS, a close associate of primary insider Yngve
Aslaksen Gram (CFO): 50,000 Shares.
* Kontrari AS, a close associate of primary insider Frode Teigen
(Board member): 104,000,000 Shares.
* Kontrazi AS, a close associate of primary insider Frode Teigen
(Board member): 32,500,000 Shares.
* Tamarillo Invest AS, a close associate of primary insider Frode
Teigen (Board member): 50,000 Shares.
* Lars Christian Skarsgård (CEO): 19,900 Shares.
* Yngve Aslaksen Gram (CFO): 280,000 Shares.
* Peter Frølich (Chairman of the Board): 100,000 Shares.
* Birthe Cecilie Lepsøe (Board member): 7,500 Shares.
* Jorunn Seglem (Board member): 35,000 Shares.
* Carl Erik Steen (Board member): 179,154 Shares.
* Sten Stenersen (Board member): 15,000 Shares.
* Jan Erik Sivertsen (Board observer): 50,000 Shares.
Among the aforementioned shareholders, the following will at
completion of the Offer cross below notifiable holdings thresholds
set out in section 4-2 of the Norwegian Securities Trading Act, as
specified below:
* Kontrazi AS' holding of Shares and votes in the Company will
decrease from 12.858% to 0%, and accordingly cross below the
notifiable holdings threshold of 10% and 5%. Kontrazi AS is
ultimately controlled by Frode Teigen.
* Kontrari AS' holding of Shares and votes in the Company will
decrease from 41.145% to 0%, and accordingly cross below the
notifiable holdings threshold of 1/3, 25%, 20%, 15%, 10% and 5%.
Kontrari AS is ultimately controlled by Frode Teigen.
The following pre-accepting shareholders, who are not PDMRs or
close associates, will at completion of the Offer cross below
notifiable holdings thresholds set out in section 4-2 of the
Norwegian Securities Trading Act, as specified below:
* JAHATT AS and Jakob Hatteland Holding AS' combined holding of
Shares and votes in the Company will decrease from 6.320% to 0%,
and accordingly cross below the notifiable holdings threshold of
5%. JAHATT AS and Jakob Hatteland Holding AS are both ultimately
controlled by Jakob Hatteland.
* Wenaasgruppen AS' holding of Shares and votes in the Company will
decrease from 7.20% to 0%, and accordingly cross below the
notifiable holdings threshold of 5%. Wenaasgruppen AS is ultimately
controlled by Lars Wenaas.
For further information, please contact:
Lars Christian Skarsgård, Chief Executive Officer
Telephone: +47 977 68 061
E-mail: LCS@belships.no
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. Our
group's business is managed from our office in Oslo.
This information is subject to the disclosure requirements in
section 5-12 of the Norwegian Securities Trading Act. The
information was submitted for publication by Yngve Aslaksen Gram,
Chief Financial Officer, on 22 January 2025 at the time set out
above.
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