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: [email protected]
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.
