Notice of Extraordinary General Meeting in AMSC ASA

Notice is hereby provided of an extraordinary general meeting of AMSC ASA, org. no. 988 228 397 (the “Company“), on 3 October 2023 at 09:00 (CEST), held as a virtual meeting (in Norwegian) at https://dnb.lumiagm.com/124030377.

IMPORTANT MESSAGE:

The shareholders are urged to make themselves informed about the recent changes to the Norwegian Public Limited Companies Act regarding cut off date for right to vote at the general meeting as well as right to vote for shares registered on nominee accounts with the Norwegian Central Securities Depository (Euronext Securities Oslo (“VPS”)) as further described under the heading “The shares of the Company and the right to vote for shares” and “Shares held in nominee accounts” below respectively.

The Extraordinary General Meeting will be held as a digital meeting via Lumi AGM only, with no physical attendance for shareholders. To participate in

the general meeting, please log in to: https://dnb.lumiagm.comeither on your smartphone, tablet or PC. Enter Meeting ID: 124-030-377 and click Join. You must then identify yourself with the reference number and PIN code from VPS for the general meeting that you will find in investor services (Corporate Actions – General Meeting – ISIN) or sent you by post on this form (for non-electronic actors).

You will have the opportunity to log in one hour before the general meeting starts, i.e. from 08:00 (CEST). Shareholders must be logged in before the general meeting starts. Note that any shareholders that are not logged in before the meeting starts will still be granted access but will not be able to vote.

Shareholders are welcome to contact DNB Registrars Department on phone + 47 23 26 80 20 (between 08:00 and 15:30) or send an e-mail to genf@dnb.noif they need their reference number and PIN code or if they have technical questions.

Shareholders may find an online guide on the Company’s website www.amscasa.comdescribing how shareholders can participate in the virtual meeting. Shareholders may choose to vote in advance or by proxy as described in this notice.

The extraordinary general meeting will be held for the purposes stated below:

  1. Opening of the extraordinary general meeting, including approval of the notice and agenda.
  2. Election of a person to co-sign the meeting minutes along with the meeting chair.
  3. Approval of the sale of all shares in American Tanker Holding Company, Inc.
  4. Approval of amendment of the Articles of Association

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The shares of the Company and the right to vote for shares

As of the date of this notice, the Company’s share capital is NOK 71,863,838 divided into 71,863,838 shares, each having a face value of NOK 1. Each share carries one vote.

Voting and ownership restrictions apply to Shipping Operators, as set out in the Articles of Association section 8. Moreover, no voting rights may be exercised for the Company’s own shares. As of 12 September 2023, the Company did not own any treasury shares.

Each shareholder registered in the shareholder’s register with VPS as at 26 September 2023 (the “Registration Date“) has, subject to the abovementioned restrictions for Shipping Operators as defined in the Articles of Association section 8, the right to vote for the number of shares owned by such shareholder at the Registration Date, cf. the Norwegian Public Limited Liability Companies Act section 5-2 (1). A shareholder registered as holder of a share after the Registration Date will not be allowed to vote for such share. Similarly, if sale of a share is registered only after the Registration Date, the selling shareholder will still be allowed to vote for the number of shares registered in the VPS as at the Registration Date.

Shares held in nominee accounts

Pursuant to the Norwegian Public Limited Liability Companies Act section 1-8 and the Norwegian regulation on intermediaries subject to the Norwegian act on central securities depositories and securities settlement etc. section 4-5, this notice is sent to the nominee who shall forward the notice to the beneficial shareholders for whom they hold shares. Beneficial shareholders must notify the nominee if it wants to cast votes prior to the general meeting (see heading “Voting prior to the general meeting and proxies” below) or if it wants to participate on the general meeting. The nominee is required to forward such votes or notice of participation to the Company. Any prior votes or notice of participation must be received by the Company no later than 16:00 on 29 September 2023, and the beneficial shareholder should accordingly ensure that the nominee is notified of its prior votes or participation sufficiently in advance of the said deadline. Beneficial shareholders who may participate at the general meeting in accordance with the above must obtain ref.nrand PIN code for login to Lumi AGM by sending an e-mail to genf@dnb.no.

The shareholders’ rights

A shareholder cannot demand that new items are added to the agenda now, when the deadline for such request has expired, cf. the Norwegian Public Limited Liability Companies Act section 5-11 second sentence. A shareholder has the right to make proposals for a resolution regarding the items which will be considered by the general meeting.

A shareholder has the right to request board members and the CEO to provide necessary information to the general meeting that may influence items brought before the general meeting for approval, the Company’s financial state, including information on other companies in which the Company participates, and other items to be discussed at the general meeting, unless the information requested may not be disclosed without causing disproportionate harm to the Company.

AMSC ASA

Oksenøyveien 10, P.O. Box 230, NO-1326 Lysaker, Norway

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www.amscasa.com

If additional information is necessary, and an answer will not be given at the general meeting, a written answer shall be prepared within two weeks from the date of the general meeting. Such answer shall be available at the Company’s office and sent to shareholders requesting the information. If the answer is considered material for evaluation of the circumstances mentioned in the previous paragraph, the answer should be sent to all shareholders with known address.

Participation

The extraordinary general meeting will be held as a digital meeting via Lumi AGM on https://dnb.lumiagm.com/. Click on the link or copy the URL in your browser to attend at the general meeting. AMSC ASA meeting ID will be: 124-030-377.

By participating online via Lumi AGM shareholders can vote on each agenda item, submit written questions from smartphones, tablets or stationary devices as well as follow live webcast (in Norwegian). Save for shareholders holding shares through a nominee account (see the heading “Shares held in nominee accounts” above), no pre-registration is required for shareholders who want to participate at the general meeting, but shareholders must be logged on before the general meeting starts. Note that any shareholders that are not logged in before the meeting starts will still be granted access, but will not be able to vote. We therefore encourage shareholders to log in well in advance of the general meeting. The general meeting is open for login one hour before the meeting commences.

Secure identification of shareholders will be done using the PIN code and reference number listed in the attached form or on the shareholder’s account in VPS Investor Services.

More information and guidelines regarding digital participation via Lumi AGM is available on the Company’s website: www.amscasa.com.

Voting prior to the general meeting and proxies

Instead of participating online, shareholders may prior to the extraordinary general meeting, cast votes on each agenda item via the company’s website, www.amscasa.com, or via VPS Investor Services (PIN-code and reference number from the proxy form is required). The deadline for prior voting is 29 September 2023 at 16.00 (CEST). Up until the deadline; votes already cast may be changed or withdrawn.

Shareholders who wish to vote at the extraordinary general meeting by using a proxy can submit this via the Company’s website www.amscasa.comor via VPS Investor Services or by completing and returning the enclosed proxy form scanned by email to genf@dnb.no, or alternatively by post to DNB Bank ASA, Registrar’s Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway. The proxy form must be received no later than 29 September 2023 at 16:00 (CEST).

Proxy with or without voting instructions can, if desirable, be given to the chair of the board of directors, Annette Malm Justad, or the person she appoints.

Shareholders who have voted in advance or given a proxy may log in to the digital meeting via Lumi AGM but will not be able to vote on the agenda items during the meeting.

Electronic Investor Information

AMSC ASA urges shareholders to receive investor messages from the VPS electronically, both from an environmental and cost perspective. To receive investor information electronically, including invitations to general meetings, visit your online bank or euronextvps.no (log in via myVPS in the top-right corner).

The following documents will be available on www.amscasa.com:

  • This notice and the enclosed proxy form
  • The Board of Directors’ reasoning and proposal for the resolutions to be passed
  • Sale of all shares in American Tanker Holding Company, Inc. – The unanimous recommendation by the Board of Directors
  • Fairness opinion from Pareto Securities AS
  • Transaction presentation
  • Guidelines for online participation

Pursuant to section 10 of AMSC ASA’s Articles of Association and Section 5-12 (1) of the Norwegian Public Limited Liability Companies Act, the Chairperson of the Board, Annette Malm Justad, will open and chair the general meeting.

Any shareholder, who wants to receive the documents, can contact IR@amshipco.comor regular mail to AMSC ASA, P.O. Box 230, 1326 Lysaker, Norway.

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12 September 2023

AMSC ASA

Board of Directors

Enclosures:

  • The Board of Directors reasoning and proposal for the resolutions to be passed
  • Sale of all shares in American Tanker Holding Company, Inc. – The unanimous recommendation by the Board of Directors
  • Fairness Opinion from Pareto Securities AS
  • Transaction presentation
  • Proxy
  • Guidelines for online participation

AMSC ASA

Oksenøyveien 10, P.O. Box 230, NO-1326 Lysaker, Norway

2/2

www.amscasa.com

THE BOARD OF DIRECTORS’ REASONING AND PROPOSAL FOR THE RESOLUTIONS TO BE PASSED

Item 3 Sale of all shares in American Tanker Holding Company, Inc.

As announced on August 22, 2023, AMSC ASA (“AMSC“) has signed a share purchase agreement (the “SPA“) for the sale of 100% of the shares in American Tanker Holding Company, Inc. (“ATHC“) to Project Merchant Acquisition LLC, a newly-formed company owned and controlled by funds managed by Maritime Partners, LLC, (the “Transaction“).

ATHC, directly or indirectly, owns all shares in each of American Shipping Corporation, American Tanker, Inc., ASC Leasing I, Inc, ASC Leasing II, Inc, ASC Leasing III, Inc, ASC Leasing IV, Inc ASC Leasing V, Inc, ASC Leasing VI, Inc and ASC Leasing VII, Inc, ASC Leasing VIII, Inc, ASC Leasing IX, Inc and ASC Leasing X, Inc. The Transaction does accordingly include all of the ownership interests in the AMSC group’s ten vessels operating in the U.S. Jones Act market and related activities. Following completion of the Transaction, the only remaining vessel of AMSC group will be the subsea construction vessel Normand Maximus, which is chartered to a single purpose subsidiary of Solstad Offshore.

Key terms of the Transaction

AMSC will receive gross cash proceeds from the Transaction of in aggregate USD 249.3 million, divided between consideration for the shares in ATHC and repayment of a shareholder loan, reflecting an enterprise value of ATHC of USD 746.7 million based the balance sheet of ATHC as at March 31, 2023. The consideration represents a premium to current implied trading value of AMSC and represent a valuation of ATHC that is 2.4x book equity (based on year end 2022 book equity and including the shareholder loan) and EV/EBITDA(2022) ratio of 9.1x and P/E ratio of 19.8x (2022).

Pursuant to the SPA, the purchase price for the shares in ATHC will be adjusted for any deviation (positive or negative) between budgeted and actually incurred capex relating to a 15 year special survey for each of the MR tanker vessels Seakay Star and Sekay Valor, and certain other non-material planned capex items. The special survey for Seakay Valor was completed during the second quarter of 2023, and Seakay Star is scheduled to be completed during the fourth quarter of 2023.

USD 246.3 million of the gross cash proceeds are payable to AMSC at completion of the Transaction, while the remaining USD 3 million (as adjusted, if relevant) are expected to be paid during the first quarter of 2024.

Completion of the Transaction is subject to the approval of the Transaction by the AMSC general meeting with no less than a 2/3 majority of the shares and the votes represented at the general meeting, which also is in line with the recommendation in section 14 of the Norwegian Code of Practice for Corporate Governance. Completion is in addition conditional upon the fulfilment of certain customary conditions, including, inter alia, expiry or termination of the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act, no material breach of the SPA and absence of material adverse event.

The main shareholders in AMSC, Aker Capital AS and DNB Bank ASA, holding in aggregate 34.61% of the shares and votes in AMSC, have irrevocably and unconditionally agreed to exercise all voting rights in respect of its respective shares in AMSC in favor of the Transaction.

AMSC has given certain customary representations and warranties in respect of ATHC, its subsidiaries, financial position, tax matters, assets, rights, obligations, business and operations as at the date of signing of the SPA and as of completion of the Transaction. Any breach of fundamental warranties, such as ownership to shares in ATHC or a subsidiary, or a warranties relating to tax matters can in general only be claimed by the Buyer under a W&I insurance taken out in connection with the Transaction, and AMSC may in practice only be liable if a breach of any such warranty is caused by wilful misconduct or fraud by AMSC. For breach of any other warranty, AMSC may, subject to certain customary limitations, be held liable up to an amount of USD 40 million for a period of 12 months following completion of the Transaction.

Completion of the Transaction is expected to occur on or before October 31, 2023. In the event completion has not occurred within December 22, 2023, each party has a right to terminate the SPA, and accordingly abandon the Transaction, provided that the party wanting to terminate has not caused the delay, and further provided that the parties have discussed in good faith a potential extension of the said deadline prior to such termination.

As security for any claims under the SPA, AMSC has undertaken, for a period of 12 months following completion of the Transaction, to maintain a minimum equity of USD 45 million.

The Board of Directors has engaged Pareto Securities AS to give a fairness opinion in respect of the Transaction and has issued a unanimous recommendation of the Transaction. Both documents are sent to all shareholders as attachments to the notice of the extraordinary general meeting.

Transaction considerations

Maritime Partners is a unique and ideal new owner of ATHC. As a Jones Act vessel leasing company, Maritime Partners is an experienced owner with significant access to capital and highly qualified management team and professionals within ship financing and leasing. ATHC is a natural fit and complements Maritime Partners’ existing portfolio.

For AMSC, this is the right time to sell. AMSC’s ownership tenure has surpassed 18 years since ships were ordered and significant profits have been created and provided to AMSC and its shareholders, accumulated paid out dividends amounts to USD 236 million during the last 38 quarters. Remaining economic life of the fleet, current bareboat contract cover and market conditions has created an attractive backdrop to discuss M&A and a good opportunity for AMSC to rethink capital allocation and way forward.

AMSC going forward

Following closing of the Transaction, the board of directors of AMSC intends to resolve paying an additional dividend of USD 170 million. The expected additional dividend equates to about NOK 25.1 per share assuming a NOK/USD exchange rate of 10.6. AMSC will retain the remaining cash proceeds from the Transaction to be used for general corporate purposes and equity for future investments in new projects.

AMSC will continue to own the Normand Maximus on bareboat contract to a single purpose subsidiary of Solstad Offshore. This business unit generates an annual EBITDA of about USD 30 million and provides significant dividend capacity.

AMSC will remain as a public company with shares listed on the OSE and continue to grow within the maritime ship owning and ship leasing market. Aker will remain as a key shareholder, and the existing management and board of directors will continue as is.

AMSC will continue to seek attractive risk/reward projects offering flexible solutions to operators in the shipping and offshore markets, targeting medium term contracts with extension optionality, and preferably participating in future upside though profit sharing mechanisms.

AMSC will continue to pay quarterly attractive dividends.

On the basis of the above, the Board of Directors proposes that the General Meeting passes the following resolution:

“The sale by AMSC ASA of all shares in American Tanker Holding Company, Inc. is approved.”

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American Shipping Company ASA published this content on 13 September 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 September 2023 07:25:09 UTC.