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.
Reference is made to the stock exchange release by Okeanis Eco Tankers Corp. (OSE: OET-ME) (the “Company”) on 29 November 2018 regarding a contemplated private placement (the “Private Placement”) of new shares in the Company.
The Private Placement has been successfully placed within the applicable range, raising gross proceeds of USD 30 million, corresponding to approximately NOK 260 million (based on a currency exchange rate of USD/NOK 8.6), through the subscription of 3,910,000 new shares (the “Offer Shares”) at a subscription price of NOK 66 per share. Notices of allocation will be distributed to the investors on 3 December 2018.
The Company has agreed to enter into a USD 15 million unsecured revolving credit facility (the “Facility”) with an affiliate of the Company’s largest shareholder, Glafki Marine Corp, securing thereby inter alia the required cash liquidity and fulfilling certain criteria required in connection with its anticipated listing on Oslo Axess. The Facility will carry a 6.25% fixed interest rate, payable semi-annually, and matures in full 30 June 2020. The Company may repay the loan at any time prior to maturity without penalty. The Facility is covenant free and does not trigger any commitment fee.
Completion of the Private Placement is conditional upon the Offer Shares having been fully paid and legally issued. Settlement in the Private Placement will take place on 5 December 2018 with delivery of the Offer Shares expected to take place simultaneously (DVP T+2). Following issuance of the Offer Shares, the Company will have an issued share capital of approximately USD 310 million divided into 31,310,000 common shares, each with a nominal value of USD 0.01. The Offer Shares will be registered under ISIN MHY 641771016 in the VPS. Upon delivery, the Offer Shares will be tradable on Merkur Market under the trading symbol “OET-ME”.The share issue has been carried out as a Private Placement in order to take advantage of the current market conditions. Different transaction alternatives have been considered, and it has been concluded that the Private Placement structure would best attend to the common interest of the Company and its shareholders, taking into consideration inter alia a limited discount, pre-announced and broadly marketed placement, transaction risk, availability and expected terms of alternative transaction structure and financing sources.
With the previously announced bank financing commitments in place for three newbuildings, the expected debt financing commitment in respect of the last newbuilding, the successful completion of the Private Placement, and the availability of the Facility, the Company’s newbuilding program will be fully financed. Thus, the Company is well positioned to benefit from the expected strengthening tanker market going forward.
Fearnley Securities AS and Pareto Securities AS act as managers in the Private Placement. Advokatfirmaet BAHR AS acts as legal advisor in connection with the Private Placement.
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.