Belships ASA: Internal reorganisation of Kontrazi AS and exemption from the mandatory bid obligation
Oslo, 21.12.2022
On 20.12.2022, a merger between Kontrazi AS and Kontrazi II AS has been completed, resulting in a transfer of all of Kontrazi AS' shares in Belships ASA to Kontrazi II AS. A total of 32 500 000 shares in the Company were transferred in the merger.
As a result of the merger, Kontrazi II AS holds 32 500 000 shares with voting rights in Belships ASA, corresponding to 12.84% of the share capital and 12,86% of the total number of votes in Belships ASA. Kontrazi AS does not own any shares in Belships ASA after the merger. Kontrazi AS has therefore fallen below, and Kontrazi II AS has exceeded, the flag threshold of 10%.
Kontrazi II AS is controlled by Kontrazi Holding AS.
The merger is part of an internal reorganization of the ownership in Kontrazi AS, where the shareholders will own the shares through personal holding companies. The reorganization is carried out so that the current shareholders have equal influence in Kontrazi II AS as they have in Kontrazi AS. The merger therefore does not involve a change of control and is not part of a chain of transactions that could constitute a change of control over the shares in Belships ASA.
Kontrazi II AS and Kontrari AS becomes a consolidated group in relation to the rules on mandatory bid obligation upon completion of the reorganisation. Through the consolidated companies, Frode Teigen retains legal control over 53.92% of the votes in Belships ASA. The transaction therefore exceeds the threshold for mandatory bid obligation in the Norwegian Securities Trading Act section 6-1 and 6-6.
The Oslo Stock Exchange, in its capacity as takeover supervisory authority, has pursuant to a decision dated 13 December 2022 resolved to grant an exemption from the mandatory bid obligation in connection with the reorganization of Kontrazi AS. The decision is based on the fact that the reorganization does not involve a change of control over the shares in Belships ASA and is not part of a chain of transactions that could constitute a change of control. The Oslo Stock Exchange has therefore assessed that the restructuring is a situation entailing an exemption from the mandatory bid obligation pursuant to the section 6-2 (3) of the Norwegian Securities Trading Act. The dispensation applies until 31 March 2023.
Kontrazi AS is closely associated with Frode Teigen, Board Member and primary insider of Belships ASA. On 20.12.2022 Kontrazi AS carried out a merger with Kontrazi II AS, resulting in a transfer of 32 500 000 shares in the Company to Kontrazi II AS. Following this transaction, Kontrazi AS has no remaining shares in Belships ASA. On the same date, Kontrazi II AS changed its company name to Kontrazi AS.
For further information, please contact Lars Christian Skarsgård, Belships CEO, phone or e-mail
This information is subject to the disclosure requirements pursuant to the Market Abuse Regulation article 19 and section 5-12 of the Norwegian Securities Trading Act.
