NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Okeanis Eco Tankers Corp. (the “Company”) announces that it is contemplating a private placement (the “Private Placement”) of new shares (the “Offer Shares”), which will be offered to investors subject to and in compliance with applicable exemptions from relevant prospectus or registration requirements. Targeted gross proceeds are USD 15 million, corresponding to approximately NOK 131 million at a subscription price of NOK 83 per share. The Offer Shares will be common shares, vested with equal rights in all respects to the Company’s existing shares in issue. The Company has retained Fearnley Securities AS as manager in the Private Placement (the “Manager”), and Advokatfirmaet BAHR AS is acting as Norwegian legal advisor. Glafki Marine Corp. (“Glafki”), the Company’s majority shareholder, will underwrite the Private Placement in its entirety at the aforementioned amount and price. Net proceeds will be used by the Company for working capital and general corporate purposes.
The Private Placement addresses feedback received from external investors during recent non-deal investor meetings, as shared by the Company’s Board of Directors and top management, and is intended to both strengthen the Company’s balance sheet and ensure flexibility and ample liquidity under any market conditions. The decision to raise additional equity underscores the Company’s policy of responsive communication with its shareholders and illustrates Glafki’s strong long-term belief in the Company, as well as its commitment to supporting the Company in a way that benefits all shareholders.
It is considered by the Board of Directors that a capital raise through the structure of a private placement is in the best interest of the Company and its shareholders in the relevant circumstances. The capital raise can thereby be executed at an attractive price compared to alternative structures, and uncertainties are eliminated due to the full underwriting by Glafki.
The Company anticipates its daily cash breakeven reducing by USD 2,700 per calendar day if it does not draw on the USD 15 million revolving credit facility (the “Shareholder Loan”) available to it from Glafki. The Shareholder Loan will remain available to the Company until June 30, 2020.
The application period for the Private Placement will start today, 13 May 2019, at 16:45 CEST and close on 14 May 2019 at 08:00 CEST. The Company reserves the right to close or extend the application period at any time at its sole discretion. The minimum order size and allocation in the Private Placement will be the NOK equivalent of EUR 100,000.
Allocation of Offer Shares will be made at the discretion of the Company’s Board of Directors in consultation with the Manager, on or about 14 May 2019, and notification of allotment will be sent to the applicants by the Manager on or about 14 May 2019, subject to any shortening or extension of the application period.
Completion of the Private Placement is conditional upon the Offer Shares having been fully paid and validly issued. The Private Placement will be cancelled if the conditions are not fulfilled, and may be cancelled by the Company in its sole discretion for any other reason.
The Offer Shares will be delivered through the Norwegian Central Securities Depository (the “VPS”). Payment for the Offer Shares is expected to take place on or about 15 May 2019 (the “Payment Date”) and delivery of the Offer Shares is expected to take place on or about 15 May 2019 (the “Delivery Date”). The Offer Shares will be registered under ISIN MHY 641 771016 in the VPS. Upon delivery, the Offer Shares will be tradable on Oslo Axess under the trading symbol “OET”.
John Papaioannou, CFO
+30 210 480 4099
Additional information about the Company can be found at: www.okeanisecotankers.com.
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan 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 of the disclosure requirements pursuant to 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 the 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, exercise, purchase or sale of subscription rights and the subscription or purchase of shares in the Company are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assumes 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 Managers are acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release.
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 expressed or implied by these forward-looking statements.