Oslo, 21 February 2025
Reference is made to the offer document dated 21 January 2025 issued by Blue
Northern BLK Ltd. in respect of the recommended voluntary cash tender offer (the
"Offer") to acquire all issued and outstanding shares (the "Shares") of Belships
ASA ("Belships" or the "Company") against a cash consideration of NOK 20.50 per
Share (the "Offer Price").
Reference is further made to the stock exchange announcement on 21 February
2025 regarding the fulfilment of the closing condition relating to "Minimum
Acceptance" under the Offer.
The following members of the Company's board of directors (the "Board") and
executive management, and close associates of them, have accepted the Offer at
the Offer Price for all of their Shares in the Company, as further specified
below:
* AS Torinitamar, a close associate of primary insider Lars Christian Skarsgård
(CEO): 980,100 Shares.
* Kryptogram AS, a close associate of primary insider Yngve Aslaksen Gram (CFO):
50,000 Shares.
* Kontrari AS, a close associate of primary insider Frode Teigen (Board member):
104,000,000 Shares.
* Kontrazi AS, a close associate of primary insider Frode Teigen (Board member):
32,500,000 Shares.
* Tamarillo Invest AS, a close associate of primary insider Frode Teigen (Board
member): 50,000 Shares.
* Lars Christian Skarsgård (CEO): 19,900 Shares.
* Yngve Aslaksen Gram (CFO): 280,000 Shares.
* Peter Frølich (Chairman of the Board): 100,000 Shares.
* Birthe Cecilie Lepsøe (Board member): 7,500 Shares.
* Jorunn Seglem (Board member): 35,000 Shares.
* Carl Erik Steen (Board member): 179,154 Shares.
* Sten Stenersen (Board member): 15,000 Shares.
* Jan Erik Sivertsen (Board observer): 50,000 Shares.
Certain members of the Company's executive management hold options providing a
right to acquire Shares at a strike price (the "Share Options"). The following
members of the executive management have accepted a settlement in cash for all
of their Share Options in Belships:
* Lars Christian Skarsgård (CEO): 5,000,000 unexercised Share Options.
* Yngve Aslaksen Gram (CFO): 300,000 unexercised Share Options.
After the settlement of the Share Options, none of the members of the executive
management will hold any Share Options. The consideration per Share Option shall
be equal to the Offer Price per Share less the strike price for each Share
Option. Further details of the terms and conditions for the Share Options are
set out in section 4.2 of the Offer Document.
Please see the enclosed forms for further details.
Among the pre-accepting shareholders, the following will at completion of the
Offer cross below notifiable holdings thresholds set out in section 4-2 of the
Norwegian Securities Trading Act, as specified below:
* Kontrazi AS' holding of Shares and votes in the Company will decrease from
12.858% to 0%, and accordingly cross below the notifiable holdings threshold of
10% and 5%. Kontrazi AS is ultimately controlled by Frode Teigen.
* Kontrari AS' holding of Shares and votes in the Company will decrease from
41.145% to 0%, and accordingly cross below the notifiable holdings threshold of
1/3, 25%, 20%, 15%, 10% and 5%. Kontrari AS is ultimately controlled by Frode
Teigen.
* JAHATT AS and Jakob Hatteland Holding AS' combined holding of Shares and votes
in the Company will decrease from 6.320% to 0%, and accordingly cross below the
notifiable holdings threshold of 5%. JAHATT AS and Jakob Hatteland Holding AS
are both ultimately controlled by Jakob Hatteland.
* Wenaasgruppen AS' holding of Shares and votes in the Company will decrease
from 7.20% to 0%, and accordingly cross below the notifiable holdings threshold
of 5%. Wenaasgruppen AS is ultimately controlled by Lars Wenaas.
For further information, please contact:
Lars Christian Skarsgård, Chief Executive Officer
Telephone: +47 977 68 061
E-mail: LCS@belships.no
This information is subject to the disclosure requirements in Regulation EU
596/2014 (MAR) article 19 number 3 and sections 4-2 and 5-12 of the Norwegian
Securities Trading Act. The information was submitted for publication by Yngve
Aslaksen Gram, Chief Financial Officer, on 21 February 2025 at the time set out
above.