News Tag: Regulatory

Hamilton, Bermuda, 4 April 2023:

Reference is made to previous stock exchange announcements by Himalaya Shipping Ltd. (the “Company”) regarding the initial public offering in the US of new shares in the Company (the “New Shares”).

As announced by the Company on 31 March 2023, the Company has resolved to issue 7,720,000 New Shares each having a par value of US$ 1.00, thereby increasing the Company’s share capital by US$ 7,720,000.

The prospectus for the listing of the New Shares in Norway has today been approved by the Financial Supervisory Authority of Norway (Nw: Finanstilsynet). The Prospectus, which only relates to the listing of the New Shares on the Euronext Expand, is available on the Company’s website at www.himalaya-shipping.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the US. Any offers, solicitations or offers to buy, or any sales of securities in the US will be made in accordance with the registration requirements of the Securities Act of 1933.

For further information, please contact:

Herman Billung, Contracted CEO

Telephone +47 918 31 590

Reference is made to Himalaya Shipping Ltd.’s (“Himalaya Shipping”) stock exchange announcement on March 31, 2023, (the “Announcement”) relating to the pricing of the shares in Himalaya Shipping’s initial public offering in the United States of 7,720,000 new shares (the “Offering”).

Affinity Shipholdings I LLP (“Affinity”) has today been notified that it has been allocated 86,207 shares in the Offering (the “Allocation”). The new shares are expected to be delivered on April 4, 2023, subject to customary closing conditions.

Further, Affinity Shipholdings I LLP has lent 1,158,000 shares to DNB Markets pursuant to a share lending agreement to facilitate the over-subscription of the Offering with an equal number of shares (the “Share Lending”).  

Prior to the Allocation, the Share Lending and the Offering, Affinity had 3,228,096 shares in Himalaya Shipping representing more than 10% of the share capital and voting rights. Following the Share Lending, Affinity has 2,070,096 shares in Himalaya Shipping, representing 6.4% of the share capital and votes in Himalaya Shipping.

Following the settlement of the Offering, Affinity expects to own 2,156,303 shares in Himalaya Shipping, representing 5.4% of the shares and votes in Himalaya Shipping.  

The ownership percentages described above following the Share Lending and the settlement of the Offering assume that the underwriters of the Offering do not declare the over-allotment option described in the Announcement, and will be subject to adjustments should the option be declared.

Reference is made to Himalaya Shipping Ltd.’s (“Himalaya Shipping”) stock exchange announcement on March 31, 2023, (the “Announcement”) relating to the pricing of the shares in Himalaya Shipping’s initial public offering in the United States of 7,720,000 new shares (the “Offering”).

Drew Holdings Ltd. has today been notified that it has been allocated 517,241 shares in the Offering. The new shares are expected to be delivered on April 4, 2023, subject to customary closing conditions.

Drew Holdings Ltd. currently owns 12,446,185 shares in Himalaya Shipping representing more than 1/3 of the share capital and voting rights. Following the settlement of the Offering, Drew Holdings Ltd. expects to own 12,963,426 shares which are expected to represent 32.51% of the share capital and votes in Himalaya Shipping (subject to adjustments for the underwriters’ potential declaration, if any, of the over-allotment option in the Offering, as described in the Announcement).

Hamilton, Bermuda, March 31, 2023

Reference is made to Himalaya Shipping Ltd.’s (“Himalaya Shipping”) stock exchange announcement on March 31, 2023, relating to the equity offering of a total of 7,720,000 new common shares (the “Offer Shares”), each at a subscription price of US$5.8 per Offer Share (the “Subscription Price”).

The following persons discharging managerial responsibilities (“PDMRs”) in Himalaya Shipping have subscribed for and been allocated the following Offer Shares at the Subscription Price:

Bjørn Isaksen, Chairperson of Himalaya Shipping: 30,000 Offer Shares. After delivery, Mr. Isaksen and Freng Invest AS, a company controlled by Bjørn Isaksen, will own 350 000 shares and 150 000 share options in Himalaya Shipping.

Herman Billung, Contracted Chief Executive Officer of Himalaya Shipping: 17,241 Offer Shares. After delivery, Mr. Billung will own 37,241 shares and 100,000 share options in Himalaya Shipping.

Herman Billung, Contracted CEO

Telephone +47 918 31 590

Hamilton, Bermuda, March 30, 2023

Himalaya Shipping Ltd. (“Himalaya Shipping”), an independent dry bulk carrier company with two dual fueled Newcastlemax vessels in operation and 10 dual fueled Newcastlemax dry bulk vessels under construction at New Times Shipyard in China expected to be delivered between April 2023 and July 2024, today announced the pricing of its previously announced initial public offering in the United States of 7,720,000 of its common shares (the “Offering”), at a price to the public of $5.80 per common share. Himalaya Shipping has also granted the underwriters a 30-day option to purchase up to an additional 1,158,000 common shares at the Offering Price, less underwriting discounts and commissions.

Himalaya Shipping’s common shares have been approved for listing on the New York Stock Exchange under the symbol “HSHP.” The Offering is expected to close on April 4, 2023, subject to customary closing conditions. Himalaya Shipping will continue to be listed on the Euronext Expand in Norway under the ticker “HSHP”.

DNB Markets is acting as sole global coordinator, joint bookrunner and representative of the underwriters; Clarksons Securities is acting as qualified independent underwriter and joint bookrunner; ABG Sundal Collier ASA, Arctic Securities, BTIG and Fearnley Securities are acting as joint bookrunners; and Cleaves Securities AS is acting as co-manager for the Offering.

The net proceeds from the Offering to Himalaya Shipping, after deducting underwriting discounts and commissions and estimated offering expenses payable by Himalaya Shipping, are expected to be approximately $40.5 million, excluding any exercise of the underwriters’ option to purchase additional common shares. Himalaya Shipping intends to use the net proceeds of the Offering for general corporate purposes, which may include funding acquisitions of vessels on order or maintaining liquidity, repayment of indebtedness and funding our working capital needs.

A registration statement relating to this Offering was declared effective by the SEC on March 30, 2023. The Offering is being made only by means of a prospectus, copies of which may be obtained, when available, from the SEC at www.sec.gov, and from DNB Markets, Inc., Attn: Compliance Department, by telephone: 212-681-3800, or by email at: compliance.marketsinc@dnb.no.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities in any state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities in the United States will be made in accordance with the registration requirements of the Securities Act of 1933 and if made in any other state or jurisdiction will be made in accordance with the securities laws of any such state or jurisdiction.

This press release shall not constitute an offer to subscribe to or a solicitation of an offer to subscribe to securities in any member state within the European Economic Area (“EEA”) in which such offer or solicitation is unlawful, unless in reliance upon applicable EEA prospectus exceptions, whereby no EEA prospectus, registration or similar action would be required within EEA.

For further queries, please contact:

Herman Billung, Contracted CEO

Telephone +47 918 31 590

Hamilton, Bermuda, March 30, 2023

On March 27, 2023, Himalaya Shipping Ltd. (“Himalaya” or the “Company”) announced a suspension of the trading in the Company’s share to convert the Company’s registration form in Euronext Securities Oslo (the “VPS”) (as defined in the press release on 27 March 2023, the “Conversion”).

The Conversion, in which the Company implemented an amendment to the registration structure for its shares, whereby all shares are primarily held and settled within the Depository Trust Company in the United States and secondarily held and settled in VPS through a central securities depository link, has now been successfully completed.

Due to technical settlement requirements in the VPS while the Conversion was implemented, a suspension in trading of the Company’s shares on Euronext Expand Oslo took place from and including March 28, 2023, to and including March 29, 2023 (the “Trading Suspension”).

The Trading Suspension has now concluded, and the Company’s shares will resume normal trading from start of trading on Euronext Expand Oslo today, March 30, 2023.

As previously announced, the Company’s shares will resume trading with the new ticker “HSHP”.

On March 27, 2023, the Company announced a launch of an initial public offering in the United States (the “Offering”). The pricing of the Offering is expected to be fixed and announced after the close of business in the US on March 30, 2023. The initial public offering price will be determined based on a book building process and is expected to be at or close to the closing price of the Company’s shares on the Euronext Expand in Norway on the most recent trading date prior to the pricing date of the Offering.

A registration statement relating to securities in the Offering has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.

About Himalaya Shipping Ltd.:

Himalaya Shipping Ltd. is an independent bulk carrier company, incorporated in Bermuda. Himalaya Shipping has two vessels in operation and ten Newcastlemax dry bulk vessels under construction at New Times Shipyard in China. The remaining newbuildings are expected to be delivered by July 2024.

For further information, please contact:

Herman Billung, Contracted CEO

Telephone +47 918 31 590

Hamilton, Bermuda, March 27, 2023

Himalaya Shipping Ltd. (“Himalaya Shipping” or the “Company”), an independent bulk carrier company with two dual fueled Newcastlemax vessels in operation and 10 dual fueled Newcastlemax dry bulk vessels under construction at New Times Shipyard in China expected to be delivered between April 2023 and July 2024, announced today it has launched the initial public offering (the “Offering”) of $45,000,000 of its common shares. Himalaya Shipping will also grant the underwriters of the Offering a 30-day option to purchase up to an additional $6,750,000 of common shares, solely to cover over-allotments, if any, at the initial public offering price, less underwriting discounts and commissions.

The initial public offering price will be determined based on a book building process and is expected to be at or close to the closing price of its shares on the Euronext Expand in Norway on the most recent trading date prior to the pricing date of the Offering.

Himalaya Shipping intends to use the net proceeds of the Offering for general corporate purposes, which may include funding acquisitions of vessels on order or maintaining liquidity, repayment of indebtedness and funding its working capital needs.

The Company has applied to list its common shares on the New York Stock Exchange under the ticker symbol “HSHP.” Following the Offering, Himalaya Shipping will continue to be listed on the Euronext Expand in Norway under the ticker “HSHP”.

DNB Markets will act as sole global coordinator, joint bookrunner and representative of the underwriters; Clarksons Securities will act as qualified independent underwriter and joint bookrunner; ABG Sundal Collier ASA, Arctic Securities, BTIG and Fearnley Securities will act as joint bookrunners; and Cleaves Securities AS will act as co-manager for the Offering.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The Offering will be made only by means of a preliminary prospectus, copies of which may be obtained, when available, from: the SEC at www.sec.gov, and from: DNB Markets, Inc., Attn: Compliance Department, by telephone: 212-681-3800, or by email at: compliance.marketsinc@dnb.no.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities in any state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities in the United States will be made in accordance with the registration requirements of the Securities Act of 1933 and if made in any other state or jurisdiction will be made in accordance with the securities laws of any such state or jurisdiction.

This press release shall not constitute an offer to subscribe to or a solicitation of an offer to subscribe to securities in any member state within the European Economic Area (“EEA”) in which such offer or solicitation is unlawful, unless in reliance upon applicable EEA prospectus exceptions, whereby no EEA prospectus, registration or similar action would be required within EEA.

The Company’s Board has considered the Offering in light of the equal treatment obligations under the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange’s Guidelines on the rule of equal treatment, and deems that the proposed Offering is in compliance with these obligations. The Company’s Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through the Offering, in particularly in light of the current market conditions and the purpose for which the funds are raised. By structuring the equity raise as an offering in the United States, the Company believes it will be in a position to raise equity efficiently and in a timely manner, with a lower discount to the current trading price, and with a significantly reduced completion risk compared to a rights issue in the Norwegian market. It has also been taken into consideration that the Offering is based on a publicly announced bookbuilding process. As the Offering is structured to ensure that a market-based subscription price is achieved, it is currently not planned to conduct a subsequent repair offering directed towards shareholders not participating in the Offering.

For further queries, please contact:

Herman Billung, Contracted CEO

Telephone +47 918 31 590

Hamilton, Bermuda, March 27, 2023

On 20 March 2023, Himalaya Shipping Ltd. (“Himalaya” or the “Company”) announced that it would change the company’s registration form in Euronext Securities Oslo (the “VPS”) to prepare its corporate infrastructure for its announced listing on NYSE.

To facilitate transfer of shares between NYSE and Euronext Expand, the Company will amend the registration structure for its shares whereby all shares will be primarily held and settled within the Depository Trust Company (“DTC”) in the United States and secondarily held and settled in Euronext Securities Oslo (the “VPS”) through a Central Securities Depository (“CSD”) link (the “Conversion”). Following the Conversion, the Company’s shares will be able to be moved between the DTC and VPS to enable trading between the respective trading venues once the Company’s shares are listed on NYSE. A trading suspension in the Company’s shares will be required for a period of time in connection with the Conversion, expected to be two trading days, and the Company will make a request to Oslo Børs to approve such suspension. No action will be required by an investor holding shares in the VPS in connection with the Conversion and investors’ registered holdings in the VPS will continue.

The Company’s shares will continue to trade under the same ISIN as today (BMG4660A1036) but change its ticker on Euronext Expand to “HSHP”.

The Conversion is expected to be completed during the period March 28, 2023, to March 29, 2023. Due to technical settlement requirements in the VPS, a trading suspension in the Company’s shares will be required at least from and including March 28, 2023, to and including March 29, 2023 and possibly March 30, 2023. The Company will make a request to Oslo Børs to approve the trading suspension prior to implementation of the Conversion. During the trading suspension, the Company’s shares will be temporarily suspended from trading on Euronext Expand. From the perspective of an investor holding the Company’s shares in the VPS, the last settlement cycle for shares traded prior to the trading suspension will take place on March 29, 2023. Investors trading in the Company’s shares prior to the start of the trading suspension should not agree to settlement periods that would imply settlement after March 29, 2023. Any such trades with settlement after March 29, 2023, are expected to be cancelled.

Following completion of the Conversion, the trading suspension will end, and the Company’s shares will resume trading as normal, which is expected to occur from and including the start of trading on March 30 or 31, 2023. The Company’s shares will then trade under the new ticker “HSHP”. The Company will announce when the trading on Euronext Expand will resume.

Following completion of the Conversion, the Company’s shares will be registered in the Company’s Register of Members in Bermuda in the name of DTC’s nominee, Cede & Co. and DTC will act as the primary securities depository for the shares. All shares in the Company will be primarily recorded in the DTC and secondarily recorded in the VPS through a CSD link. DNB Bank ASA, Registrars’ Department (the “VPS Registrar”) will continue to administrate the Company’s VPS register.

A registration statement relating to the new shares has been filed with the SEC, but has not yet become effective. The new shares may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The offering of new shares will be made only by means of a prospectus. Copies of the preliminary prospectus may be obtained, when available, from: the SEC at www.sec.gov, and from: DNB Markets, Inc., Attn: Compliance Department, by telephone: 212-681-3800, or by email at: compliance.marketsinc@dnb.no.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities in any state or jurisdiction including the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Any offers, solicitations or offers to buy, or any sales of new shares in the United States will be made in accordance with the registration requirements of the Securities Act of 1933 including by means of a prospectus that may be obtained from Himalaya that will contain detailed information about the Company and management, as well as financial statements; and if made in any other state or jurisdiction will be made in accordance with the securities laws of any such state or jurisdiction. 

This press release shall not constitute an offer to subscribe to or a solicitation of an offer to subscribe to securities in any member state within the European Economic Area (“EEA”) in which such offer or solicitation is unlawful, unless in reliance upon applicable EEA prospectus exceptions, whereby no EEA prospectus, registration or similar action would be required within EEA.

About Himalaya Shipping Ltd.:

Himalaya Shipping Ltd. is an independent bulk carrier company, incorporated in Bermuda. Himalaya Shipping has two vessels in operation and ten Newcastlemax dry bulk vessels under construction at New Times Shipyard in China. The remaining newbuildings are expected to be delivered by July 2024.

For further information, please contact:

Herman Billung, Contracted CEO

Telephone +47 918 31 590

Forward Looking Statements

This announcement includes forward looking statements. Forward looking statements are, typically, statements that do not reflect historical facts and may be identified by words such as “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will” and similar expressions, and include statements relating to the Conversion, including an expected suspension of trading and the expected timing thereof, our business and other non-historical statements. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions, which  are, by their nature, uncertain and subject to significant known and unknown risks, contingencies and other factors which are difficult or impossible to predict and which are beyond our control. Such risks, uncertainties, contingencies and other factors could cause actual events to differ materially from the expectations expressed or implied by the forward-looking statements included herein. As a result, you are cautioned not to place undue reliance on any forward-looking statements which speak only as of the date of this press release. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise unless required by law.

Hamilton, Bermuda, March 20, 2023

Himalaya Shipping Ltd. (the “Company”) advises that a Special General Meeting of the Company was held on March 20^th 2023 at 9am ADT at 2^nd Floor, The S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM 11, Bermuda. 

The following resolution was passed:

To approve amended and restated Bye-Laws being adopted as the new Bye-Laws of the Company in substitution and replacement of the existing Bye-laws.

Hamilton, Bermuda, March 20, 2023                        

On March 7, 2023, Himalaya Shipping Ltd. (“Himalaya” or the “Company”) announced that the Company had filed a registration statement with the U.S. Securities and Exchange Commission (“SEC”), with the intention of offering new shares and listing its shares on the New York Stock Exchange (“NYSE”), while continuing to be listed on Euronext Expand in Norway.

To facilitate transfer of shares between NYSE and Euronext Expand, the Company intends to amend the registration structure for its shares whereby all shares will be primarily held and settled within the Depository Trust Company (“DTC”) in the United States and secondarily held and settled in Euronext Securities Oslo (the “VPS”) through a Central Securities Depository (“CSD”) link (the “Conversion”). Following the Conversion, the Company’s shares will be able to be moved between the DTC and VPS to enable trading between the respective trading venues. Further, following the Conversion, the Company’s ticker on Euronext Expand will change from “HSHIP” to “HSHP”.

Due to technical settlement procedures in the VPS, a trading suspension in the Company’s shares will be required for a period of time in connection with the Conversion, expected to be two trading days. The Company will make a request to Oslo Børs to approve such suspension. During the trading suspension, the Company’s shares will be temporarily suspended from trading on Euronext Expand.

No action will be required by an investor holding shares in the VPS in connection with the Conversion and investors’ registered holdings in the VPS will continue.

The Conversion is expected to be completed in the near term. The expected dates for the trading suspension and the expected completion date for the Conversion will be announced by the Company no later than on the opening of the Norwegian market two Norwegian business days prior to the first day of the suspension.

The Company’s shares will continue to trade under the same ISIN as today (BMG4660A1036) and with the new ticker “HSHP” after the Conversion.

Following completion of the Conversion, the trading suspension will end, and the Company’s shares will resume trading as normal.

Following completion of the Conversion, the Company’s shares will be registered in the Company’s Register of Members in Bermuda in the name of DTC’s nominee, Cede & Co. and DTC will act as the primary securities depository for the shares. All shares in the Company will be primarily recorded in the DTC and secondarily recorded in the VPS through a CSD link. DNB Bank ASA, Registrars’ Department (the “VPS Registrar”) will continue to administrate the Company’s VPS register.

To facilitate the secondary registration of the shares in the VPS, the Company will enter into a deposit and registrar agreement (the “Registrar Agreement”) with the VPS Registrar. A custodian of the VPS Registrar will be registered as the holder of the primarily registered securities in the DTC pursuant to which the VPS registered shares are derived from.

Following the Conversion, the book entry interests recorded in the VPS and listed on Euronext Expand will still be regarded as the Company’s shares pursuant to the Central Securities Depositories Regulation (“CSDR”). The shares in the VPS will not carry any direct shareholder or voting rights in the Company, but shareholders in the VPS may instruct the VPS Registrar to vote for their shares. The Company will furnish voting materials to the VPS Registrar and the VPS Registrar will notify the owners of the shares of upcoming votes and arrange to deliver the Company’s voting materials to the owners of the shares. The VPS Registrar’s notice will describe the information in the voting materials and explain how owners of the shares may instruct the VPS Registrar (who would then instruct the holder of such shares registered in the Register of Members) to vote the underlying shares. The VPS Registrar will only vote or attempt to vote on the instruction of the owners of shares and will not itself exercise any voting rights.

A registration statement relating to the new shares has been filed with the SEC, but has not yet become effective. The new shares may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The offering of new shares will be made only by means of a prospectus. Copies of the preliminary prospectus may be obtained, when available, from: the SEC at www.sec.gov, and from: DNB Markets, Inc., Attn: Compliance Department, by telephone: 212-681-3800, or by email at: compliance.marketsinc@dnb.no.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities in any state or jurisdiction including the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Any offers, solicitations or offers to buy, or any sales of new shares in the United States will be made in accordance with the registration requirements of the Securities Act of 1933 including by means of a prospectus that may be obtained from Himalaya that will contain detailed information about the Company and management, as well as financial statements; and if made in any other state or jurisdiction will be made in accordance with the securities laws of any such state or jurisdiction. 

This press release shall not constitute an offer to subscribe to or a solicitation of an offer to subscribe to securities in any member state within the European Economic Area (“EEA”) in which such offer or solicitation is unlawful, unless in reliance upon applicable EEA prospectus exceptions, whereby no EEA prospectus, registration or similar action would be required within EEA.

About Himalaya Shipping Ltd.:

Himalaya Shipping Ltd. is an independent bulk carrier company, incorporated in Bermuda. Himalaya Shipping has two vessels in operation and ten Newcastlemax dry bulk vessels under construction at New Times Shipyard in China. The remaining newbuildings are expected to be delivered by July 2024.

For further information, please contact:

Herman Billung, Contracted CEO

Telephone +47 918 31 590

Forward Looking Statements

This announcement includes forward looking statements. Forward looking statements are, typically, statements that do not reflect historical facts and may be identified by words such as “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will” and similar expressions, and include statements relating to the Company’s planned listing on the NYSE, including an expected suspension of trading and the expected timing thereof, our business and other non-historical statements. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Himalaya Shipping Ltd. believes that these assumptions are reasonable, they are, by their nature, uncertain and subject to significant known and unknown risks, contingencies and other factors which are difficult or impossible to predict and which are beyond our control. Such risks, uncertainties, contingencies and other factors could cause actual events to differ materially from the expectations expressed or implied by the forward-looking statements included herein.