Oslo, 5 October 2021
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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.
