APPROVAL AND PUBLICATION OF PROSPECTUS
January 5, 2014
As previously announced, American Shipping Company ASA (OSE trading symbol: AMSC) (the "Company") will carry out a subsequent offering (the "Subsequent Offering") of up to 3,675,000 new shares towards those shareholders of the Company as of the Record Date (as defined below) that did not participate in the Private Placement (as defined below).
Approval and Availability of the Prospectus:
The Norwegian Financial Supervisory Authority (Nw. Finanstilsynet) has approved the prospectus of the Company dated January 3, 2014, (the "Prospectus"), in connection with (i) the Subsequent Offering and listing of up to 3,675,000 new shares, each with a par value of NOK 10.00 (the "Offer Shares") in the Company, for gross proceeds of up to approximately NOK 110.3 million, or approximately USD 17.8 million, (ii) the listing on Oslo Børs of 24,500,000 new shares, each with a par value of NOK 10.00, in the Company (the "Private Placement Shares") already issued in a private placement (the "Private Placement") directed towards certain institutional investors for gross proceeds of NOK 735 million, or approximately US$ 120 million and (iii) the listing of 5,975,492 new shares, each with a par value of NOK 10.00, in Company (the "Debt Conversion Shares") already issued pursuant to a conversion of the Company's outstanding debt under a subordinated loan agreement with Converto Capital Fund AS (the "Debt Conversion"), forming part of a recapitalization of the Company.
The Prospectus will be available at the following websites: www.americanshippingco.com, www.arcticsec.no and www.paretosec.com. Hard copies of the Prospectus may be obtained by contacting Arctic Securities (+47 21 01 30 40) and Pareto Securities (+47 22 87 87 00).
Subscription Period:
The subscription period for the Subsequent Offering will commence at 09:00 a.m. CET on January 6, 2014 and expire at 17:30 p.m. CET on January 13, 2014 (the "Subscription Period").
Subscription Price:
NOK 30.00 per Offer Share.
Allocation Rights:
The Company will, subject to applicable securities laws, allocate the Offer Shares to subscribers who were registered as holders of shares in the Company in its register of shareholders with the VPS as of expiry of December 5, 2013 (the "Record Date") and who did not participate in the Private Placement (each such shareholder an "Eligible Shareholder", and collectively, "Eligible Shareholders). For each four (4) Shares recorded as held in the Company as of expiry of the Record Date, each Eligible Shareholder will be entitled to allocation of approximately one (1) Offer Share (the "Subscription Right(s)").
Oversubscription and subscription without Subscription Rights will not be allowed.
The Subscription Rights will not be tradable. The Eligible Shareholders who do not use their Subscription Rights will experience a significant dilution. The Subscription Rights would normally have an economic value if the shares trade above the Subscription Price during the Subscription Period. Upon expiry of the Subscription Period, the Subscription Rights will expire and have no value.
Interests Held Through Financial Intermediaries:
If an Eligible Shareholder holds Shares registered through a financial intermediary as of expiry of the Record Date, the financial intermediary will customarily give the Eligible Shareholder details of the Subscription Rights to which it will be entitled. The relevant financial intermediary will customarily supply each Eligible Shareholder with this information in accordance with its usual customer relations procedures. Eligible Shareholders holding their interests through a financial intermediary should contact the financial intermediary in order to receive information with respect to the Subsequent Offering.
Other Guidance:
Eligible Shareholders will receive the Prospectus together with a pre-filled subscription form by regular mail. In order to subscribe for Offer Shares, investors need to complete the subscription form and submit it to one of the Joint Lead Managers such that it is received within 17:30 CET on January 13, 2014.
Norwegian citizens might also subscribe for Offer Shares online by following the link at one of the web pages listed above, which will redirect the investor to the VPS online subscription system.
Investors holding their shares through a financial intermediary will need to contact its financial intermediary in order to subscribe for Offer Shares. Note that the deadline for doing so might be earlier than 17:30 CET on January 13, 2014.
Managers
Arctic Securities and Pareto Securities have acted as Joint Lead Managers in connection with the Private Placement, and financial advisors in connection with the Recapitalization.
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For further information, please refer to the Prospectus.
Contacts
American Shipping Company ASA
Dag F. Wittusen, CEO
Oslo, Norway
Tel: +47 916 300 02
Leigh Jaros, CFO
Philadelphia, PA, USA
Tel: +1 484 880 3741
About American Shipping Company ASA (AMSC):
AMSC is a shipowning company with ten modern handy size product tankers on long term bareboat charter with Overseas Shipholding Group (OSG). OSG charters the vessels out on time charters to major oil companies in the U.S. coastwise Jones Act trade. AMSC has a significant contract backlog as well as a profit sharing agreement with OSG which offers visibility with respect to future earnings and potential dividend capacity. The Company has an ambition to pay attractive and growing dividends to its shareholders.
Important Information About This Release:
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
This announcement is not and does not form a part of any offer for sale of any securities. 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.
The Subsequent Offering of securities will be made by means of the Prospectus that will contain detailed information about the Company and management, as well as financial statements. This document is an announcement and not a prospectus for the purposes of Directive 2003/71/EC Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the Prospectus.
The distribution of this announcement and/or the Prospectus 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.