NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (THE "UNITED STATES") (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
ALLOTMENT OF SHARES IN THE VOLUNTARY EXCHANGE OFFER AND THE EMPLOYEE OFFERING
Reference is made to the combined offer document and prospectus dated 29 January 2015 (the "Document") relating to the Exchange Offer submitted by Team Tankers International Ltd. to acquire all issued and outstanding shares in Eitzen Chemical ASA, and previous announcements issued in connection with the Exchange Offer.
The Board of Team Tankers International Ltd. has today 5 March 2015 resolved to complete the Exchange Offer by approving and effecting the transfer of the tendered Eitzen Chemical ASA shares to a VPS account in the name of Team Tankers International Ltd. against the issue of 187,142,810 new Team Tankers International Ltd. shares. Team Tankers International Ltd. has acquired 561,428,979 Eitzen Chemical ASA shares, representing 99.63% of the total issued and outstanding Eitzen Chemical ASA shares and votes, under the Exchange Offer.
The Board has further resolved to issue 69,440 shares in the employee offering. In the employee offering, the Company will allocate shares with a value of NOK 12,499.20 to 70 employees.
Following issuance of the shares, including the shares issued in connection with the initial public offering conducted by Team Tankers International Ltd., the total new share capital of Team Tankers International Ltd. will be USD 1,884,820.74 consisting of 188,482,074 shares, each with a nominal value of USD 0.01.
The new Team Tankers International Ltd. shares are expected to be delivered by way of registration on the respective shareholders' VPS accounts on or about 5 March 2015. The first day of trading of the Team Tankers International Ltd. shares on Oslo Børs is expected to be on or about 9 March 2015.
March 5, 2015
The Board of Directors
Team Tankers International Ltd.
Hamilton, Bermuda
Questions should be directed to:
Jens Grønning: CEO Team Tankers Management
+45 3997 0300
Andreas Reklev: CFO Team Tankers Management
+47 932 08 886
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
About Eitzen Chemical ASA:
Eitzen Chemical is a leading marine chemical transportation company with a total sailing fleet of forty five vessels, transporting a wide variety of cargoes such as organic chemicals, non-organic chemicals, clean and dirty petroleum products, vegetable oils and lube oils.
About Team Tankers International Ltd.:
Team Tankers International Ltd. is a leading marine chemical transportation company with a total sailing fleet of forty five vessels, transporting a wide variety of cargoes such as organic chemicals, non-organic chemicals, clean and dirty petroleum products, vegetable oils and lube oils.
Disclaimer
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. In particular, the securities referenced herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state and may not be offered or sold in the United States absent registration or pursuant an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws. The Exchange Offer will not be made in or into the United States and, subject to certain exceptions, cannot be accepted from the United States. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States.
Neither this press release nor any copy of it may be released to any U.S. wireservice or distributed or sent, directly or indirectly, into the United States, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The distribution of this announcement into other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.
This press release contains forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe," "expect," "anticipate," "intends," "estimate," "will," "may," "continue," "should" 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 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 release speak only as at its date, and are subject to change without notice. The Company disclaims any obligation to update and revise any forward-looking statements, whether as a result of new information, future events or otherwise.