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.
As indicated in its announcement dated 29 October 2018, Okeanis Eco Tankers Corp. (OSE: OET-ME) (the “Company”) 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 20-45 million corresponding to approximately NOK 171 – 385 million, at a subscription price in the range of NOK 66–68. The Company has retained Fearnley Securities AS and Pareto Securities AS as managers in the Private Placement (the “Managers”). Net proceeds will be used for (i) part financing of existing vessel newbuilding orders, (ii) working capital, and (iii) general corporate purposes.
The Private Placement is intended to secure required cash liquidity and for the Company to fulfill certain criteria required in connection with its anticipated listing on Oslo Axess. Regarding the former point, the Company has received commitments from an affiliate of its largest shareholder in respect of a revolving credit facility of up to USD 25 million, at terms deemed to be attractive to the Company, the final amount of which is intended to be reduced on a USD for USD basis to the extent the total amount of Offer Shares allocated exceeds USD 20 million. Several of the Company’s other large shareholders have also committed to participate in the Private Placement with an amount at or above that which is required to maintain their prorated ownership. Thus, depending on investor interest for Offer Shares, and considering price achieved and dilution resulting from the Private Placement, the Company expects to put satisfactory arrangements in place.
The bookbuilding and application period for the Private Placement will start today, 29 November 2018 at 16:45 CET and will close on 30 November 2018 at 16:00 CET. 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 Managers, on or about 30 November 2018, subject to any shortening or extension of the application period.
Completion of the Private Placement is conditional upon the necessary corporate resolutions in the Company being made and 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 04 December 2018 (the “Payment Date”) and the delivery of the Offer Shares is expected to take place on or about 04 December 2018 (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 Merkur Market under the trading symbol “OET-ME”.
For further information, please contact:
Chief Financial Officer
Okeanis Eco Tankers Corp.
Direct: +30 210 4804099
Mobile: +30 6972098171
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.