|Belships ASA : Conclusion of strategic process
Reference is made to the stock exchange announcement by Belships ASA (the "Company") on 24 April 2018 regarding the Company's first quarter results where it was informed that the Company's largest shareholder, Sonata AS ("Sonata"), was reviewing its long-term ownership. On this basis the Board of Directors in the Company has evaluated different strategic alternatives for the Company, together with its financial advisor ABG SundalCollier.
This process has now been completed. Sonata AS has accepted an offer from Kontrari AS and Kontrazi AS (together "Kontrari") relating to a contemplated sale of 14,285,714 shares (30.2%) in the Company from Sonata to Kontrari and a subsequent merger between Kontrari's subsidiaries (as mentioned below) and subsidiaries of Belships with consideration in Belships shares (the "Transaction"). Sonata AS has in this respect entered into a process agreement governing the necessary steps in order to complete the Transaction. The Board of Directors believes the Transaction will be in the best interest of all the shareholders and the Company. The Board of Directors will initiate and support the necessary steps as set out in the process agreement with the aim to effect a merger, including but not limited to performing due diligence and negotiating a merger plan.
Kontrari are holding companies that directly and indirectly own 80% of the shares in Lighthouse Shipholding AS ("LSH I"), that owns five ultramax dry bulk carriers, and 82.5% of the shares in Lighthouse Shipholding II AS ("LSH II") that owns four supramax dry bulk carriers. Kontrari also own 50.01% of the shares in the supramax operator Lighthouse Navigation Pte. Ltd. ("LHN"). Following the Transaction the combined entity will consist of 16 ships and immediately enhance its flexibility and create opportunities to expand its charter contract portfolio. The earnings potential and liquidity in the shares are expected to increase significantly.
The process agreement sets out the further process and conditions for the completion of the Transaction. The Transaction will consist of two steps: (i) the acquisition of 14,285,714 Belships shares by Kontrari for a cash consideration of NOK 7.00 per share, implying a total purchase price of NOK 100,000,000, and (ii) mergers between the holding companies of LSH I, LSH II and LHN and wholly owned subsidiaries of Belships with consideration in newly issued Belships shares. The Transaction is subject to several conditions, inter alia necessary regulatory and third party approvals, approval from the Company's general meeting, satisfactory due diligence and the parties entering into final transaction agreements. Following completion of the Transaction, the number of shares in Belships will increase from 47,352,000 up to 175,951,497 of which Kontrari will hold 68.86% while Sonata will hold 9.92%.
The Transaction is expected to close in 4Q 2018.
This information is subject to the disclosure requirements set out in sections 5-2 and 5-12 in the Norwegian Securities Trading Act.