This announcement is not for release, publication or distribution (directly or indirectly) in or to the United States, Canada, Australia or Japan. It is not an offer of securities for sale in or into the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People’s Republic of China, South Africa or Japan.
The Board of Directors of Baltic Sea Properties AS (the “Company”) has resolved to carry out a rights issue with gross proceeds of minimum NOK 24 million and up to maximum NOK 48 million with pre-emptive subscription rights for existing shareholders (the “Rights Issue”). Completion of the Rights Issue is conditioned upon a minimum aggregate subscription of NOK 24 million.
The subscription price in the Rights Issue is set at NOK 30 per new share and, thus, a minimum of 800,000 and maximum of 1,600,000 new shares in the Company (the “Offer Shares”) will be issued. The subscription period for the Rights Issue will commence on 9 January 2019 at 09:00 (CET) and end on 23 January 2019 at 16:30 (CET).
The net proceeds from the Rights Issue will be used to upgrade the Company’s current property portfolio to secure existing cash flows, to invest in new project to secure new cash flows, as well as to strengthen the Company’s equity for general corporate purposes.
The share capital increase pertaining to the Rights Issue and issuance of the Offer Shares will be resolved by the Board of Directors pursuant to an authorization granted by the Company’s annual general meeting on 30 May 2018.
A prospectus relating to the Rights Issue will be prepared by the Company and will be made public prior to the subscription period and include the subscription material for the Rights Issue. The prospectus will be a national prospectus and will be registered in the Norwegian Register of Business Enterprises in accordance with section 7-10 of the Norwegian Securities Trading Act. Neither the Financial Supervisory Authority of Norway nor any other public authority will perform a review, control or make any approval of the prospectus. The prospectus will not be an EEA prospectus as defined in section 7-7 of the Norwegian Securities Trading Act. Further details on the terms of the Rights Issue will be described in the prospectus.
Existing shareholders will be granted subscription rights for the Offer Shares in the Rights Issue pro rata to their existing shareholding in the Company, with each subscription right giving right to subscribe and be allocated one (1) Offer Share in the Rights Issue. The shareholders will receive subscription rights on the basis of their shareholding in the Company as of the expiry of 7 January 2019 (as registered in the Company’s shareholders` register in the VPS as of the expiry of 9 January 2019 (the “Record Date”)). Each existing shareholder will be granted 0.31445 subscription right for each share in the Company registered as held as of the Record Date. Oversubscription will be allowed. Subscription of Offer Shares without subscription rights will not be allowed.
The subscription rights will not be listed and tradable on Merkur Market.
For further information, please contact:
Lars Christian Berger, CEO
Tel: +47 930 94 319
This announcement is made pursuant to the disclosure requirements pursuant to the Continuing Obligations for companies listed on Merkur Market.
This announcement is not and does not form a part of any offer for sale of any securities, and is not for release, publication or distribution, directly or indirectly, in the United States, or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. Baltic Sea Properties AS does not intend to register its securities in the United States. The distribution of this announcement into jurisdictions other than Norway may be restricted by law. Persons into whose possession this announcement 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. This announcement has not been approved by any regulatory authority.