Belships ASA: Internal reorganisation of Kontrazi AS and exemption from the mandatory bid obligation

21 Dec 2022 19:48 CET

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 +47 977 68 061 or e-mail LCS@belships.no


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.

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