News Tag: Corporate Information

Himalaya Shipping is pleased to announce it has today filed an application with the Oslo Stock Exchange for listing at the Euronext Growth. The first day of trading is expected to be around 22 December. 

Market
The Capesize index rate has to date in 2021 been $33.5k per day which is 150% higher than the level in 2020. Spot rates peaked in September at $85k per day and are currently at $43k per day. The Company expects the Himalaya vessels to generate a premium of 30-40% on top of the Capesize index ship rate.
The dry bulk orderbook is at a 30 year low of 6%. Despite a very strong market in 2021, there have been few orders of new tonnage. New environmental regulations become effective in 2023. A vessel built before 2010 will in most instances have to reduce speed or to make other modifications to meet the new standards. The continuous tightening of the emission rules means that by 2025, as much as 60-70% of the fleet will need to reduce speed to meet the requirements. This will have significant impact on supply of dry-bulk vessels. 
American Bureau of Shipping, the appointed classification society, recently calculated the expected Himalaya EEDI to 1,51, about 30% better than a 2021 built standard Newcastlemax. The Company’s expects its vessels to be among the 1% top vessels delivered, and the vessels are estimated to meet all emission requirements until 2035. This means that the Company is well positioned to benefit from the coming changes to the environmental framework in the shipping industry. We believe based on the current orderbook and the expected global trade growth, that fleet utilisation will further improve in the coming years.

Delivery and pre-delivery financing
Himalaya have signed term-sheets with various Chinese leasing institutions for pre-delivery and delivery financing of the twelve vessels at attractive terms. Himalaya has so far paid 10% of the total instalments for the twelve vessels. The sale and leaseback financing is expected to finance the remaining 90% of the instalments to the shipyard. The Company expects credit approval of these term-sheets to be granted and to enter into final documentation prior to the next shipyards instalments.

Charters
Himalaya has been approached by operators and end-users inquiring about chartering the vessels. The potential charterers appreciate the modern tonnage, as well as the reduced CO2 emissions from LNG. Himalaya aims to enter into index related charters for a significant part of its fleet. Hence, the Company will be positioned to benefit from a potential tightening market, with added premium, due to the Himalaya vessels’ size, fuel efficiency and potential LNG saving. The Company believes that the environmental impact the vessels will have will continue to strengthen the attractiveness of the Company’s vessels as the Company gets closer to delivery. 

LNG propulsion
The Himalaya vessels have dual fuel LNG engines, meaning they can run on LNG or LSFO. The twelve Himalaya vessels, will when running on LNG, reduce the emission of 180.000 tonnes of CO2 pr year compared to standard capesize index vessels. This is equal to emissions from 40.000 cars and represent a 40% reduction in CO2 compared to similar index tonnage. The Company expects, based on feedback from serious charterers, that they will be willing to pay a premium on the Himalaya vessels due to these environmental aspects.
The current spot LNG prices are trading at a significant premium to traditional bunker fuel, however the long-term LNG prices are trading at a discount to oil. Lower LNG prices will give Himalaya a fuel cost benefit. The flexibility means we will be able to switch to the most economical fuel, taking into account fuel cost, CO prices, and environmental benefit. The LNG market is a seasonal market, where prices in the summer are significantly lower due to less heating demand and consequently the Company may be able to utilize these fluctuations to reduce fuel costs. The flexibility offered by the dual fuel engines, both in terms of potential savings, and future proofing the vessels, is expected to generate attractive returns on the extra $15 million these vessels costs compared to a standard Newcastlemax with scrubber. The vessels are designed with the optionality to convert to ammonia fuel, when such technology is proven and viable. 

Return
The proposed financing structure will have a cash-breakeven including opex, debt service and G&A of around $22.5k per day, without any economic benefit from LNG fuel or reduced CO2 emissions. Based on full operation of all twelve ships at current spot capsize rates of $42k per day, with 35% premium for the ships, the expected payback of the total market cap is approx. 1.5 years.

Listing
The Company has filed its application for listing at Euronext Growth Oslo and expects that the first day of trading will be on or about 22 December 2021. The Company will trade under the ticker “HSHIP”. Himalaya also targets an up-listing to Euronext Expand during H1 2022. DNB Markets, a part of DNB Bank ASA will act as Financial Advisor in connection with the Listing. Ro Sommernes advokatfirma DA is acting as Norwegian legal counsel to the Company and MJM Limited is acting as Bermuda legal counsel to the Company.

For further information, please contact the contracted CFO, Vidar Hasund, at +47 913 61 726 / post@himalaya-shipping.com.

About Himalaya Shipping Ltd.
Himalaya Shipping Ltd. is an independent bulk carrier company, incorporated in Bermuda. The company has ordered 12 LNG dual fuelled Newcastlemax dry bulk carriers with delivery between Q2 2023 and Q4 2024.

Important notice:
This statement contains certain forward-looking statements (as such defined in Section 21E of the U.S. Securities Exchange Act of 1934, as amended) concerning future events, including possible issuance of equity securities of the Company. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors, include, but are not limited to, the possibility that the Company will determine not to, or be unable to, issue any equity securities, and could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

Det er foretatt endringer i Himalaya Shipping Ltd (ISIN:BMG4660A1036, ticker HSHIP).  Aksjebeholdningen er øket fra 25 010 000 til 32 152 857. Emisjonsverdien er øket fra 660 514 100 til 1 899 590 791.

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. 

Himalaya Shipping Ltd: Completion of share capital increase

Oslo, 15 October 2021: Reference is made to the announcement by Himalaya Shipping Ltd (“Himalaya” or the “Company”) on 11 October 2021 regarding completion of the USD 50 million private placement (the “Private Placement”). 

The Company has completed the issue of the 7,142,857 common shares pursuant to the board resolution made on 10 October 2021. The allocated shares are expected to be delivered to investors during the course of today. Further, the shares allocated to subscribers in the Private Placement are now tradeable on Euronext NOTC.

Following the issue of the Private Placement shares, the Company has a total outstanding share capital of 32,152,857 common shares, each with a par value of USD 1.00.

This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act. 

Important notice:
These materials do not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
This statement contains certain forward-looking statements (as such defined in Section 21E of the U.S. Securities Exchange Act of 1934, as amended) concerning future events, including possible issuance of equity securities of the Company. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors, include, but are not limited to, the possibility that the Company will determine not to, or be unable to, issue any equity securities, and could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
This announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
The Private Placement may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Private Placement will proceed and that the Listing will occur.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. Specifically, neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Hong Kong Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Himalaya Shipping Ltd: Private placement successfully completed 

Oslo, 11 October 2021: Reference is made to the announcement by Himalaya Shipping Ltd. (“Himalaya” or the “Company”) on 5 October 2021 regarding a private placement (the “Private Placement”) of up to USD 45 million in new depository receipts and the announcement by the Company on 8 October regarding its upsizing of the Private Placement to USD 50 million. 

Himalaya is pleased to announce that the Private Placement has been successfully completed. The upscaled transaction raised USD 50 million through the allocation of 7,142,857 shares in the Company at a price of USD 7.0 per share (the “Offer Shares").

The net proceeds will be utilized to pay instalments under the Company’s group’s newbuilding program at the New Times Shipyard, as well as for general working capital purposes. 
“We are excited about completing the equity issue, with support from a group of high quality financial and industrial investors. This, together with the proposed lease financing received, substantially completes the financing of the Company’s newbuilding program. With a record low order book of 5.7%, continued strong demand in the major commodity markets, and new environmental regulation coming into effect, we see a bright future for Himalaya Shipping. Based on current 1y TC rate (NMAX adj) of $35.9k/day, Himalaya will have a run-rate dividend yield of 65% when all ships are delivered. If we achieve current spot rates (NMAX adj), the market cap can be repaid in ~7 months. The clear target for this Company is to maximize the return from these 12 Newcastlemaxes to shareholders, through monthly dividend payments, low cost and efficient operations. The ships have been well received in the chartering market, with their environmental footprint, reducing CO2 emissions by up to 40% vs a standard Capesize ship.” says Tor Olav Troim, main sponsor of Himalaya Shipping.

The Company’s depositary receipts are currently quoted on Euronext NOTC. The Company has filed a prospectus with the Norwegian FSA, and is expected to apply for a listing on Oslo Stock Exchange with an estimated listing before 31 December 2021 (the “Listing”). The Company will, after the offering, have enough shareholders to satisfy the listing requirements. 

Allocation to investors and payment instructions will be communicated by the Managers on 11 October 2021 with payment within 13 October 2021 at 16.00 CEST. 

Following the Private Placement, the Company will have 32,152,857 shares outstanding, each with a nominal value of USD 1.00.

Board and management participation
Carl Erik Steen, Member of the Board of Directors with effect from 1 November 2021, has through related parties been allocated 28,571 of the Offer Shares at a price of USD 7 per share. Following the transaction, Mr. Steen, together with his close associates, holds 95,238 shares of the Company. 
Drew Holding Ltd., a Company affiliated with Tor Olav Troim, which is represented on the Board of Directors by Bjørn Isaksen, has been allocated 714,285 Offer Shares at USD 7 per share. Following the transactions, Drew Holding Ltd. holds 13,345,285 shares of the Company. Total ownership for Drew Holding Ltd. is 41.5% post transaction.

Advisors
DNB Markets, a part of DNB Bank ASA is acting as Global Coordinator and Joint Bookrunner in the Private Placement, and ABG Sundal Collier ASA, Arctic Securities AS, Clarksons Platou Securities AS, Cleaves Securities AS and Fearnley Securities AS are acting as Joint Bookrunners in the Private Placement (together the “Managers”). DNB Markets, a part of DNB Bank ASA will also act as Financial Advisor in connection with the Listing.
Ro Sommernes advokatfirma DA is acting as Norwegian legal counsel to the Company and MJM Limited is acting as Bermuda legal counsel to the Company.
This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act. 

Important notice:
These materials do not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
This statement contains certain forward-looking statements (as such defined in Section 21E of the U.S. Securities Exchange Act of 1934, as amended) concerning future events, including possible issuance of equity securities of the Company. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors, include, but are not limited to, the possibility that the Company will determine not to, or be unable to, issue any equity securities, and could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
This announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
The Private Placement may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Private Placement will proceed and that the Listing will occur.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. Specifically, neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Hong Kong Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. 

Himalaya Shipping Ltd: Upsize of the private placement in Himalaya

Further to the announcement by Himalaya Shipping Ltd (“Himalaya” or the “Company”) on 5 October 2021 regarding a private placement (the “Private Placement”) of up to USD 45 million in new depository receipts (the “Offer Shares”), representing the beneficial interest in the same number of the Company’s underlying common shares (the “Common Shares”), each with a par value of USD 1.00. 

The Company has decided to upsize the private placement to USD 50 million in gross proceeds following strong investor demand. The bookbuilding period will close on 8 October 2021 at 16:00 CEST. 

The Company’s depositary receipts are currently quoted on Euronext NOTC. The Company is expected to apply for a listing on a recognized exchange with an estimated listing by 31 December 2021 (the “Listing”).

Advisors
DNB Markets, a part of DNB Bank ASA is acting as Global Coordinator and Joint Bookrunner in the Private Placement, and ABG Sundal Collier ASA, Arctic Securities AS, Clarksons Platou Securities AS, Cleaves Securities AS and Fearnley Securities AS are acting as Joint Bookrunners in the Private Placement. DNB Markets, a part of DNB Bank ASA will also act as Financial Advisor in connection with the Listing.
Ro Sommernes advokatfirma DA is acting as Norwegian legal counsel to the Company and MJM Limited is acting as Bermuda legal counsel to the Company.

This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act. 

Important notice:
These materials do not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
This statement contains certain forward-looking statements (as such defined in Section 21E of the U.S. Securities Exchange Act of 1934, as amended) concerning future events, including possible issuance of equity securities of the Company. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors, include, but are not limited to, the possibility that the Company will determine not to, or be unable to, issue any equity securities, and could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
This announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
The Private Placement may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Private Placement will proceed and that the Listing will occur.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. Specifically, neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Hong Kong Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Oslo, 5 October 2021

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. 

Himalaya Shipping Ltd.: Contemplated private placement

Oslo, 5 October 2021: Himalaya Shipping Ltd. (“Himalaya” or the “Company”) has engaged DNB Markets, a part of DNB Bank ASA as Global Coordinator and Joint Bookrunner (the “Global Coordinator”) and ABG Sundal Collier ASA, Arctic Securities AS, Clarksons Platou Securities AS, Cleaves Securities AS and Fearnley Securities AS as Joint Bookrunners (together with the Global Coordinator, the "Managers”) to advise on and effect a contemplated private placement in the Company (the “Private Placement”).

The price per share in the Private Placement has been set to USD 7.0, equivalent to a pre-money equity value of the Company of approximately USD 175 million based on the 25,010,000 common shares currently outstanding in the Company, all of which are represented by the same number of existing depository receipts.

The private placement (the “Private Placement”) comprises up to USD 45 million in new depository receipts (the “Offer Shares”), representing the beneficial interest in the same number of the Company’s underlying common shares (the “Common Shares”), each with a par value of USD 1.00. 

The net proceeds will be utilised to pay instalments under the Company’s group’s newbuilding program at the New Times Shipyard, as well as general working capital purposes.

The Company has experienced strong investor interest prior to launch and the Private Placement is covered based on indications from such investors.

The bookbuilding period in the Private Placement will commence tomorrow, 6 October 2021 at 09:00 CEST and close on 8 October 2021 at 16:00 CEST. The Managers and the Company may, however, at any time and for any reason resolve to shorten or extend the bookbuilding period, or to cancel the Private Placement in its entirety and for any reason. If the bookbuilding period is shortened or extended, any other dates referred to herein may be amended accordingly.

The Company’s depositary receipts are currently quoted on Euronext NOTC. The Company is expected to apply for a listing on a recognized exchange with an estimated listing by 31 December 2021 (the “Listing”).

The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available from prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount have been set to the USD equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate shares corresponding to an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to Regulation (EU) 2017/1129, the Norwegian Securities Trading Act and other applicable regulations are available.

Completion of the Private Placement is subject to (i) the passing of necessary corporate resolutions by the Company, including the resolution by the Board to consummate the Private Placement and to allocate the Offer Shares, (ii) the entry of the Registrar into the Company’s register of members in Bermuda as owner of the Offer Shares, (iii) the full payment of the Offer Price for each Offer Share, (iv) the approval by the Bermuda Monetary Authority of the share issue without shareholder identification otherwise required under Bermuda law, (v) the Company’s legal counsel in Bermuda issuing a legal opinion confirming that the Common Shares represented by the Offer Shares have been fully paid and validly issued pursuant to the Registrar Agreement, and (vi) the registration and delivery of the Offer Shares in the VPS pursuant to the Registrar Agreement.

The Company may, in its sole discretion, in consultation with the Managers, cancel and/or modify the terms of the Private Placement, at any time and for any reason, without any compensation to the applicants. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled and/or modified, irrespective of the reason for such cancellation or modification.

Advisors
DNB Markets, a part of DNB Bank ASA is acting as Global Coordinator and Joint Bookrunner in the Private Placement, and ABG Sundal Collier ASA, Arctic Securities AS, Clarksons Platou Securities AS, Cleaves Securities AS and Fearnley Securities AS are acting as Joint Bookrunners in the Private Placement. DNB Markets, a part of DNB Bank ASA will also act as Financial Advisor in connection with the Listing.

Ro Sommernes advokatfirma DA is acting as Norwegian legal counsel to the Company and MJM Limited is acting as Bermuda legal counsel to the Company.

About Himalaya Shipping:
Himalaya Shipping Ltd. is a newly established company that owns newbuilding contracts for 12 Newcastlemax vessels at New Times Shipyard with delivery in 2023 and 2024. Himalaya Shipping Ltd. is registered on Euronext NOTC.

Important notice:
These materials do not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).

In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

This statement contains certain forward-looking statements (as such defined in Section 21E of the U.S. Securities Exchange Act of 1934, as amended) concerning future events, including possible issuance of equity securities of the Company. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors, include, but are not limited to, the possibility that the Company will determine not to, or be unable to, issue any equity securities, and could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

This announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.

Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.

The Private Placement may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Private Placement will proceed and that the Listing will occur.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. Specifically, neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Hong Kong Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.