13/06-2018 08:43:32: (BEL) BELSHIPS ASA - VOLUNTARY OFFER TO ACQUIRE ALL OF THE OUTSTANDING SHARES IN BELSHIPS ASA BY AS CONSENSIO
BELSHIPS ASA - VOLUNTARY OFFER TO ACQUIRE ALL OF THE OUTSTANDING SHARES IN
BELSHIPS ASA BY AS CONSENSIO
Oslo, 13 June 2018. AS Consensio ("Consensio") hereby announces a voluntary cash
offer (the "Offer") for all of the outstanding shares of Belships ASA
("Belships") at a purchase price of NOK 5.50 per share (the "Offer Price"). The
Offer values the share capital of Belships at NOK 257.7 million based on all
Consensio is a 100% owned subsidiary of Tidships AS ("Tidships") which, as of
today, owns 5,020,432 shares in Belships. This represents 10.72 % of the
outstanding shares (all shares less approximately 500,000 shares held in
treasury by Belships) in Belships. Tidships is ultimately controlled by Ms
Caroline F. Tidemand and Ms Kristin T. Eckhoff.
The Offer Price represents a premium of 10.0% above the closing price for the
Belships-share on Oslo Børs, 12 June 2018, and a premium of approximately 8.5%
and 7.0% respectively above the volume weighted average share prices in the
three and six-month periods ending on 12 June 2018. The complete details of the
Offer, including all terms and conditions applicable thereto, will be set forth
in an offer document which will be distributed to Belships' shareholders
immediately following approval thereof by Oslo Børs.
The Offer will be subject to a number of conditions being satisfied or waived,
including the following:
(i) valid acceptances of a number of shares of Belships which, together with the
shares owned by the Offeror and Tidships, exceeds 90% of the total number of
shares in issue in Belships (excluding any shares held in treasury by Belships),
(ii) no sale by Belships of the shares currently held in treasury having taken
(iii) no change or event that has or can reasonably be expected to have a
material adverse effect on the financial condition, business, assets or results
of operations of Belships having occurred,
(iv) Belships having conducted its business in the ordinary course during the
period from the date hereof until the closing date of the Offer, and
(v) no court or other governmental or regulatory authority having taken any
legal action which will restrain or prohibit the closing of the Offer.
Consensio will reduce the required acceptance level to 67% if the current
majority shareholder in Belships (Sonata AS) wishes to continue as a shareholder
in Belships with a minority holding. Consensio will, in such event, merge the
activities of Tidships and its affiliates in the handymax and supramax segments
with Belships and continue the current listing of Belships' share on the Oslo
The Offer is not subject to any financing condition and will be financed with
cash and credit lines available to the Offeror.
Settlement under the Offer will be made in cash as soon as reasonably possible
after the expiry of the Offer Period (cf. below) and no later than 14 calendar
days after the conditions of the Offer have been met or waived. The offer period
(the "Offer Period") is, subject to Oslo Børs having approved of the offer
document by such date, expected to commence on or about 20 June 2018. The Offer
Period will be 2 weeks on the outset. The Offer Period may, however, be
extended, one or several times, provided that the Offer period shall not exceed
The Offer will, in the event Consensio has not publicly announced completion
thereof by 20 September 2018, lapse.
Danske Bank is acting as financial advisor and Ro Sommernes advokatfirma DA is
acting as legal advisors to Consensio in connection with the Offer.
For additional information please contact: Caroline Figenschou Tidemand,
Chairman of the Board, Telephone: +47 93429043, firstname.lastname@example.org or
Kristin Tidemand Eckhoff, Director, Telephone: +47 97712310,
Consensio is a private limited company incorporated and existing under the laws
of Norway with Business Registration Number 932 579 685. Consensio has its
registered address at Strandveien 17, 1366 Lysaker. Consensio's parent,
Tidships, is the largest minority shareholder in Belships. The ultimate owners
of Consensio have a long history of owning and managing ships, in particular
ships in the supramax and ultramax segment and today owns 6 and operates around
30 such vessels.
Ekstern link: http://www.newsweb.no/index.jsp?messageId=453512
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