Himalaya Shipping Ltd 6-K, filed Dec 13, 2023
Himalaya Shipping Ltd. (HSHP)
6-K
2023-12-13
For: 2023-12-13
View Original
Added on
April 10, 2026
About this 6-K
Himalaya Shipping Ltd filed this 6-K on December 13, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2023
Commission File Number 001-41676
Himalaya Shipping Ltd.
(Exact name of Registrant as specified in its charter)
Not applicable
(Translation of Registrant’s name into English)
S. E. Pearman Building
2nd floor, 9 Par-la-Ville Road
Hamilton HM 11
Bermuda
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Exhibits.
| Exhibit | Description | |||||||
| Press release - Completion and Pricing of Private Placement | ||||||||
| Press release - Notice of Special General Meeting of Shareholders | ||||||||
| Press release - Share Capital Increase in the Register of Members | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Himalaya Shipping Ltd. | ||||||||||||||
| By: | /s/ Herman Billung | |||||||||||||
| Name: | Herman Billung | |||||||||||||
| Title: | Chief Executive Officer | |||||||||||||
| Date: December 13, 2023 | ||||||||||||||
Himalaya Shipping Ltd. (HSHP) – Completion and Pricing of Private Placement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, SELL OR SUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.
Hamilton, Bermuda, December 13, 2023
Himalaya Shipping Ltd. (NYSE and Euronext Expand: HSHP) (the “Company”) refers to the announcement of 12 December 2023 in relation to the contemplated private placement (the “Private Placement”) of the NOK equivalent of USD 17.5 million in new shares, each with a par value of USD 1.00.
The Company is pleased to announce that it has raised 3,117,143 new shares (the "Offer Shares") in the Private Placement each at a subscription price of NOK 62 (the "Offer Price"), raising approximately USD 17,500,000 in gross proceeds, subject to the satisfaction of the Conditions (as defined below). The Private Placement was significantly oversubscribed.
The completion of the Private Placement is subject to the issuance of the Offer Shares in Euronext Securities Oslo (“Euronext VPS”) having taken place (the “Conditions”).
The issue and allocation of Offer Shares have today been resolved by the Company’s board of directors (the “Board”). The date for settlement of the Offer Shares allocated in the Private Placement is expected to be on or about 15 December 2023 through a delivery versus payment settlement ("DVP"). The Offer Shares are expected to be pre-paid by the managers, pursuant to a pre-payment arrangement, to facilitate prompt issuance of the Offer Shares. The Offer Shares will upon delivery be recorded in Euronext VPS. No Offer Shares will be offered or sold to the public in the United States or in transactions on the NYSE. The Company may, in its own discretion, change the date for settlement at any time and for any reason.
The Company has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange’s Guidelines on the rule of equal treatment, and the Board is of the opinion that the contemplated transaction is in compliance with these requirements and guidelines. The Board has concluded that offering of new shares in a private placement, on a price close or equal to the prevailing market price, and with limited dilution, at this time to be in the common interest of the Company and its shareholders.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock exchange notice was published by Herman Billung, Contracted CEO, on the date and time as set out in the release.
Important note: This announcement is not being made in or into Canada, Australia, Japan, Hong Kong or in any other jurisdiction where it would be prohibited by applicable law. This distribution is for information purposes only and does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act”) or applicable state securities laws and may not be offered or sold in the United States or to U.S. persons unless such securities are registered under the U.S. Securities Act, or an exemption or exclusion from the registration requirements of the U.S. Securities Act is available.
Forward looking statements: This announcement includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, including a potential issuance of Offer Shares, the conditions to the Private Placement, expected timing of the Private Placement, settlement, prefunding agreement, and other statements relating to the Private Placement, and other non-historical statements. These forward-looking statements are subject to numerous risks, uncertainties, and assumptions, including risks relating to the contemplated Private Placement, including conditions to completion of the Private Placement, risks related to the Private Placement, risk related to potential dividend payment, and other risks included in our filings with the Securities and Exchange Commission including those set forth under “Risk Factors” in our Registration Statement on Form F-1/A filed with the U.S. Securities and Exchange Commission, and in prospectus filed with the Norwegian Financial Supervisory Authority (FSA). Forward-looking statements reflect knowledge and information available at, and speak only as of, the date they are made. Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, after the date hereof or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on such forward-looking statements.
Himalaya Shipping Ltd. (HSHP) – Notice of Special General Meeting of Shareholders
Hamilton, Bermuda, December 13, 2023
Himalaya Shipping Ltd. (the “Company”) (NYSE and OSE: HSHP) advises that the Company will hold a Special General Meeting on Tuesday, January 23, 2024 to approve a reduction of the Company’s Share Premium account (referred to as additional paid in capital in the financial statements of the Company) and to credit the same amount resulting from this reduction to the Company’s Contributed Surplus account, which will enable dividend payments to shareholders.
The Board of Directors has fixed the close of business on Wednesday, December 27, 2023 as the record date for determination of the shareholders entitled to attend and vote at the Special General Meeting or any adjournment thereof.
A copy of the Notice of Special General Meeting and Form of Proxy (the “Notice”) and associated information will be distributed to shareholders by normal distribution methods prior to the meeting and will also be made available on the Company’s website at http://himalaya-shipping.com.
This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.
For further queries, please contact:
Herman Billung, Contracted CEO
Telephone +47918 31590
Himalaya Shipping Ltd. (HSHP) – Share Capital Increase in the Register of Members
Himalaya Shipping Ltd. (NYSE and OSE: HSHP) refers to the stock exchange releases on December 12 and 13, 2023 related to the private placement with gross proceeds of approximately $17.5 million (the "Private Placement").
To arrange for a DVP settlement to the investors who were allocated any of the 3,117,143 offer shares in the Private Placement, estimated on or about December 15, 2023, of immediately tradeable shares, the Company has today arranged for
the shares to be legally and validly issued and fully paid-up in the Company's Register of Members, pursuant to a prefunding agreement with the managers in the Private Placement.
Following the preparatory issue, the Company's issued share capital is increased by $3,117,143 to $43,900,000, divided into 43,900,000 shares, each with a nominal value of $1.00 per share.
December 13, 2023
Hamilton, Bermuda
The Board of Directors
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.