NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING
Reference is made to the stock exchange announcement by
SMH has on
The Offering
In accordance with the authorisation to increase SMH's share capital granted to the board of directors at SMH's extraordinary General Meeting held on
The subscription price is
The subscription period for the Offering commences tomorrow,
The Offering is directed towards shareholders in SOFF, other than
Publication of the results of the Offering is expected to take place on or about
The net proceeds from the Offering will be used for general corporate purposes and further development of the SMH group, as well as paying interest and instalments under the group's loan agreements.
Additional information regarding the Offering and further instructions regarding the procedures for subscription of the Offer Shares, payment and delivery are included in the Prospectus.
The Subscription Rights
Each Eligible Investor will be granted 1 (one) tradeable subscription right (the "Subscription Rights") per 1 (one) share held in SOFF, based on their shareholding in SOFF as of the Record Date. The Subscription Rights will be credited to and registered on each Eligible Investor's VPS account by the start of the Subscription Period. Each Subscription Right will give the right to subscribe for, and be allocated, 1 (one) Offer Share. Over-subscription with subscription rights will not be permitted. Other than subscription by
Subscription Rights (whether held by Eligible Investors or acquired) that are not exercised before the end of the Subscription Period (16.30 CEST on
Eligible Investors resident in jurisdictions where the Prospectus may not be distributed and/or with legislation that, according to SMH's assessment, prohibits or otherwise restricts subscription for
Subscriptions for
The subscription form will together with the Prospectus be available on www.paretosec.com/transactions.
Subscribers who are residents of
Trading in Subscription Rights
The Subscription Rights will be freely tradable on the NOTC list with ticker code "SOFMART" from and including
A person interested in buying or selling Subscription Rights should contact their broker or the Manager to register such interest in the NOTC system.
Persons intending to trade in Subscription Rights should be aware that the trading in, and exercise of, Subscription Rights by holders who are located in jurisdictions outside of
For more information please visit www.notc.no.
Underwriting of the Offering
The Offering has been fully underwritten by
Listing of SMH's shares
SHM's shares are currently not admitted to trading on any exchange or other trading venue. SMH has expressed an intention to have the shares admitted to trading on a regulated market within 12 months after completion of the Offering. Completion of such listing is dependent on a number of factors, including the majority shareholders deciding to initiate a listing process, market conditions and the approvals of a listing application and listing prospectus. No formal decision has however been made, and there can be no assurance that the Company will complete such listing.
Advisors
Skudeneshavn,
For further information, please contact:
Kjetil Ramstad CFO, at +47 90 75 94 89
Solstad Maritime Holding AS solstad.com/solstad-maritime
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 SMH. 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.
The securities referred to in this announcement have not been and will not be registered under the
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 Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The "Prospectus Regulation" means Regulation (EU) 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
The issue, subscription or purchase of shares in SMH is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither SMH, SOFF,
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 SMH believe 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 their control. 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. SMH does not make any guarantee 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 announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. SMH 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.
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 of SMH.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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 an advertisement and is not a prospectus for the purposes of the Prospectus Regulation as implemented in any Member State.
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