Reference is made to the stock exchange announcement published on 21 January 2025 regarding the launch by Blue Northern BLK Ltd (“Blue Northern” or the “Offeror”) of a recommended voluntary cash tender offer for all issued and outstanding shares (the “Shares”) in Belships ASA (“Belships” or the “Company”) at a price of NOK 20.50 per share (the “Offer”), as further set out in the offer document dated 21 January 2025 (the “Offer Document”), Belships said in its news release.
The acceptance period for the Offer expired on 7 March 2025 at 16:30 (CET).
As set out in the stock exchange announcement published on 21 February 2025, the condition for completion of the Offer relating to “Minimum Acceptance”, as set out in Section 2.8 (“Conditions for Completion of the Offer”) of the Offer Document, has been satisfied.
As of the expiry of the acceptance period, and subject to customary verification, the Offeror has received acceptances of the Offer for a total of 247,397,367 Shares, representing approximately 97.9% of the Company’s issued and outstanding share capital (excluding treasury shares owned by the Company). The Offeror currently does not own any Shares.
Settlement of the Offer will take place pursuant to the terms and conditions set out in the Offer Document no later than on 28 March 2025, being 15 business days after the expiry of the acceptance period, subject to the remaining closing conditions as set out in Section 2.8 (“Conditions for completion of the Offer”) of the Offer Document remaining fulfilled or having been waived by the Offeror. This announcement constitutes the “Settlement Notification” pursuant to Section 2.8 (“Conditions for completion of the Offer”) and Section 2.15 (“Settlement”) of the Offer Document.
Following completion of the Offer, the Offeror intends to carry out a compulsory acquisition of the remaining Shares pursuant to Section 4-25 of the Norwegian Public Limited Liability Companies Act and Section 6-22 of the Norwegian Securities Trading Act. Following the compulsory acquisition, the Offeror will pursue a delisting of the Shares from the Oslo Stock Exchange. A separate stock exchange announcement will be published regarding the timing of the delisting.
Advisors
ABG Sundal Collier ASA is acting as financial advisor while Advokatfirmaet BAHR AS and Watson Farley & Williams are acting as legal advisors to the Offeror and its affiliates. Fearnley Securities AS is acting as financial advisor while Wikborg Rein Advokatfirma AS is acting as legal advisor to the Company.
About Belships
Belships ASA was founded in 1918 and has been listed on the Oslo Stock Exchange since 1937. The Company is a shipowner and operator of geared bulk carriers with a modern fleet of Ultramax vessels. Belships ASA provides shipping transportation services in a global market with customers and partners in all parts of the world. The Group’s business is managed from its office in Oslo.