8 March 2019
IMPORTANT INFORMATION TO ALL SHAREHOLDERS IN OKEANIS ECO TANKERS CORP. (“OKEANIS” OR “COMPANY”)
LISTING ON OSLO AXESS – EFFECTS FOR ALL OKEANIS SHAREHOLDERS
On 8 March 2019, the Company’s common shares became listed on Oslo Axess (“Oslo Axess”), a regulated marked operated by the Oslo Stock Exchange(“OSE”).
The 31,310,000 Okeanis listed common shares are eligible for trading on Oslo Axess and reflected in the Norwegian Central Securities Depository (“VPS”). As a result of the listing on Oslo Axess, Okeanis and all its shareholders will be subject to certain Norwegian securities laws and regulations and the OSE disclosure regime, which may be found on the OSE’s websites:
The Norwegian securities laws and regulations are mainly based on EU securities laws and regulate, among other things, trading by insiders, disclosure obligations for primary insiders of the issuer as well as its shareholders, in addition to setting out general trading rules (including prohibitions against market manipulation). Okeanis will maintain a list of primary insiders which is available on OSE’s website, and this list will comprise key employees, board members and major shareholders who are represented on the board of directors of Okeanis.
A key obligation that all Okeanis’shareholders should be aware of is the obligation to disclose transactions which result in a shareholder’s combined shareholdings and/or rights to shares passing a relevant threshold percentage, cf. the Norwegian Securities Trading Act section 4-3. Below is an overview of such disclosure regime that each of Okeanis’ shareholders will be subject to for the duration of the listing of Okeanis’ shares on Oslo Axess.
Disclosure of acquisitions of large shareholdings and rights to shares (Nw. Flaggeplikt)
From and including Okeanis’ first day of listing on Oslo Axess, OSE shall be immediately notified as set forth below whenever a person’s or entity’s holding of Okeanis shares or rights to acquire Okeanis shares reaches, exceeds or falls below the following thresholds: 5%, 10%, 15%, 20%, 25%, 1/3, 50%, 2/3 or 90% of the share capital or voting rights in the Company (each a “Threshold”). However, the listing of Okeanis on Oslo Axess will not in itself trigger any immediate shareholder disclosure obligations. Accordingly, there is no requirement to notify OSE of each shareholder’s current holdings as of the first day of listing, even if it meets or exceeds any of the relevant thresholds. Only subsequent changes to a person’s or entity’s holding of Okeanis shares or rights to acquire Okeanis shares after the first day of listing will be subject to the shareholder disclosure requirements.
The calculation of a person’s holding of shares includes all of the Okeanis shares that such holder owns as well as any additional Okeanis shares which the holder may have a right to acquire, including rights pursuant to convertible loans, subscription rights, options and equivalent rights. It also includes borrowing of shares, certain arrangements regarding the right to exercise voting rights (including receipt of powers of attorney to vote for shares, as a result of which the person in question by reason of such powers of attorney alone or in combination with shares and rights held by him, pass the relevant Threshold as far as voting is concerned). Also, the calculation will include shares subject to binding agreements regarding cooperation in respect of exercise of shareholder rights. Shares and rights to shares held, acquired or disposed of by Close Associates (as defined below) of the person are considered equivalent to the person’s own shares or rights to shares.
It is the obligation of the relevant party/shareholder to notify Okeanis (e-mail: firstname.lastname@example.org) and the OSE (e-mail: email@example.com) of any such acquisition or disposal as aforesaid which would result in the passing (upwards or downwards) of the relevant Threshold. Notification must be given immediately after (i) the entering into of the relevant transaction, or (ii) the relevant party becomes aware, or should have become aware, of any other circumstance (for instance a share capital increase or reduction effected by Okeanis) causing the relevant party to reach or fall below any of the applicable thresholds.
Form of disclosure
A notice pursuant to the OSE disclosure requirements must include the following information:
- name of the issuer of the shares;
- the date on which the number of or rights to shares held reached, exceeded or fell below the relevant Threshold(s);
- name of the entity subject to disclosure obligation, including the name of the shareholder;
- the number of shares the notification encompasses;
- the subsequent situation with regard to voting rights, including the percentage of the votes and shares of the Company held by the entity concerned;
- what percentage of the votes and shares of the Company the entity concerned holds in the form of rights to shares;
- the circumstances that triggered the disclosure obligation and whether such circumstance applied to the entity concerned himself or to any Close Associates;
- the chain of controlled undertakings through which the shares or rights are owned;
- where the notification concerns rights to shares, including convertible loans, subscription rights, options on the purchase of shares and equivalent rights, the notification shall also contain a description of the rights, including information on the date and tome that the right will or can be exercised and the date and time of their expiry.
If the obligation to notify rests with more than one person, a joint notification may be submitted.
“Close Associate” means:
- spouse or other person with whom the person cohabits in marital-like circumstances;
- the person’s own children under the age of 18, or children of such person as mentioned in (i) under the age of 18 with whom the person cohabits;
- other entities within the same group as the person;
- companies over which the person or other persons mentioned herein has a controlling interest (cf. the Norwegian Public Companies Act Section 1-3);
- a party with whom the person must be assumed to be acting in concert in the exercise of rights accruing to the owner of Financial Instruments, including cooperation whereby an offer is hindered or prevented.
“Financial Instruments” means transferable securities (i.e. shares and other securities equivalent to shares, bonds, other negotiable debt instruments and any other transferable securities) and options and financial futures/forward contracts and equivalent rights relating to such securities that are issued by the Company.