Gram Car Carriers ASA: Stabilisation and over-allotment notice

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE
"UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION
OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Oslo, 31 January 2022: Reference is made to the announcement by Gram Car
Carriers ASA ("GCC" or the "Company", ticker symbol "GCC") on 14 January 2022
regarding the successful completion of the private placement of new shares in
the Company (the "Offering"). 

Pareto Securities AS (the "Stabilisation Manager") may, on behalf of the
Managers (as defined below), engage in stabilisation activities in the shares in
GCC (the "Shares") from today to and including 1 March 2022 (the "Stabilisation
Period"). Any stabilisation activities will be aimed at supporting the market
price of the Shares.

In connection with the Offering, the Managers have over-allotted 883,103 Shares
in GCC to applicants in the Offering (the "Additional Shares"), which equals
approximately 10% of the Shares allocated in the Offering, excluding the
Additional Shares and the Shares pre-committed by F. Laeisz Gmbh. In order to
permit the delivery in respect of such over-allotments made, the Stabilisation
Manager, on behalf of the Managers, has borrowed, from F. Laeisz Gmbh (the
"Share Lender") a number of Shares in GCC equal to the number of Additional
Shares.

Further, the Share Lender has granted to the Stabilisation Manager, acting on
behalf of the Managers, an option (the "Greenshoe Option") to purchase up to a
number of Shares in the Company equal to the number of Additional Shares, at a
price per share of NOK 53, which is equal to the final offer price in the
Offering (the "Offer Price") to cover short positions resulting from any
over-allotments made. The Greenshoe Option must be exercised, in whole or in
part, by the Stabilisation Manager, on behalf of the Managers, within a 30-day
period commencing on the first day of trading of the Shares on Euronext Growth
Oslo. To the extent that the Stabilisation Manager has over-allotted Shares in
the Offering, the Stabilisation Manager has created a short position in the
Shares. The Stabilisation Manager may close out this short position by buying
Shares in the open market through stabilisation activities and/or by exercising
the Greenshoe Option.

The Stabilisation Manager may effect transactions with a view to support the
market price of the Shares at a level higher than what might otherwise prevail,
through buying Shares in the open market at prices equal to or lower than (but
not above) the Offer Price, and the price may reach a level that cannot be
maintained on a permanent basis. There is no obligation on the Stabilisation
Manager to conduct stabilisation activities and there is no assurance that
stabilisation activities will be undertaken. Such stabilising activities, if
commenced, may be discontinued at any time, and will be brought to an end at the
latest at the end of the Stabilisation Period. 

Any stabilisation activities will be conducted based on the principles set out
in article 5 (4) of the EU Market Abuse Regulation (Regulation (EU) No 596/2014)
and chapter III of the supplemental rules set out in the Commission Delegated
Regulation (EU) 2016/1052 with regard to regulatory technical standards for the
conditions applicable to buy-back programmes and stabilisation measures.

If stabilisation activities are undertaken, the Company will publish information
on the activities no later than seven trading days following such
transaction(s). Further, within one week after the expiry of the Stabilisation
Period, the Stabilisation Manager will publish information on the Company's
ticker on www.newsweb.no as to whether or not stabilisation activities were
undertaken. If stabilisation activities were undertaken, the statement will also
include information about: (i) the total amount of Shares sold and purchased;
(ii) the dates on which the Stabilisation Period began and ended; (iii) the
price range between which stabilisation was carried out, as well as the highest,
lowest and average price paid during the Stabilisation Period; and (iv) the date
at which stabilisation activities last occurred.

Any net profits from stabilisation activities, if undertaken, will be to the
benefit of the Share Lender.

Advisers:

Fearnley Securities AS and Pareto Securities AS are acting as joint global
coordinators (the "JGCs"), and Clarksons Platou Securities AS, Nordea Bank Abp,
filial i Norge, Skandinaviska Enskilda Banken AB (publ) (Oslo Branch), and
Swedbank Norge, Norwegian branch of Swedbank AB (publ) (in cooperation with
Kepler Cheuvreux S.A) are acting as joint bookrunners (together, the
"Managers"). 

Wikborg Rein Advokatfirma AS is acting as legal advisor to the Company and F.
Laeisz and Advokatfirmaet Thommessen AS is acting as legal advisor to the
Managers. Crux Advisers AS is acting as communication advisor to the Company.

Important notice: 

These materials do not constitute or form a part of any offer of securities for
sale or a solicitation of an offer to purchase securities of Gram Car Carriers
ASA in the United States or any other jurisdiction. The securities of the
Company may not be offered or sold in the United States absent registration or
an exemption from registration under the U.S. Securities Act of 1933, as amended
(the "U.S. Securities Act"). The securities of the Company have not been, and
will not be, registered under the U.S. Securities Act. Any sale in the United
States of the securities mentioned in this communication will be made solely to
"qualified institutional buyers" as defined in Rule 144A under the U.S.
Securities Act. No public offering of the securities will be made in the United
States.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression "EU
Prospectus Regulation" means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (together with any applicable
implementing measures in any Member State).

In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "Relevant Persons"). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to Relevant Persons and will be engaged in only with Relevant
Persons. Persons distributing this communication must satisfy themselves that it
is lawful to do so.

This statement contains certain forward-looking statements concerning future
events, including possible issuance of equity securities of the Company.
Forward-looking statements are statements that are not historical facts and may
be identified by words such as "anticipate", "believe", "continue", "estimate",
"expect", "intends", "may", "should", "will" and similar expressions. The
forward-looking statements in this release are based upon various assumptions,
many of which are based, in turn, upon further assumptions. Although the Company
believes that these assumptions were reasonable when made, these assumptions are
inherently subject to significant known and unknown risks, uncertainties,
contingencies and other important factors which are difficult or impossible to
predict and are beyond its control. Actual events may differ significantly from
any anticipated development due to a number of factors, including without
limitation, changes in investment levels and need for the Company's services,
changes in the general economic, political and market conditions in the markets
in which the Company operates, the Company's ability to attract, retain and
motivate qualified personnel, changes in the Company's ability to engage in
commercially acceptable acquisitions and strategic investments, and changes in
laws and regulation and the potential impact of legal proceedings and actions. 
Such risks, uncertainties, contingencies and other important factors include,
but are not limited to, the possibility that we will determine not to, or be
unable to, issue any equity securities, and could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. 

The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. Each of the Company, the Managers and their respective affiliates
expressly disclaims any obligation or undertaking to update, review or revise
any statement contained in this announcement whether as a result of new
information, future developments or otherwise.

The Managers are acting exclusively for the Company and no one else and will not
be responsible to anyone other than the Company for providing the protections
afforded to their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein. Neither the
Managers nor any of their respective affiliates makes any representation as to
the accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred to
herein.

This announcement is for information purposes only. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.

Certain figures contained in this document, including financial information, may
have been subject to rounding adjustments. Accordingly, in certain instances,
the sum or percentage change of the numbers contained in this document may not
conform exactly with the total figure given.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions. Specifically, neither this announcement nor
the information contained herein is for publication, distribution or release, in
whole or in part, directly or indirectly, in or into or from the United States
(including its territories and possessions, any State of the United States and
the District of Columbia), Australia, Canada, Hong Kong, Japan or any other
jurisdiction where to do so would constitute a violation of the relevant laws of
such jurisdiction. The publication, distribution or release of this announcement
may be restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any failure to comply
with these restrictions may constitute a violation of the securities laws of any
such jurisdiction.

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