Prospectus Okeanis Eco Tankers Corp
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PROSPECTUS OKEANIS ECO TANKERS CORP. (Incorporated under the laws of the Republic of the Marshall Islands with registration number 96382) Listing of the Company’s shares on the Oslo Axess __________ The information contained in this prospectus (the “Prospectus”) relates to the listing and admission to trading of common shares, each with a par value of USD 0.001 (the “Shares”) in Okeanis Eco Tankers Corp. (the “Company” or “OET”), a limited corporation incorporated under the laws of the Marshall Islands (together with its consolidated subsidiaries, the “Group” or “Okeanis”), on Oslo Axess, a regulated marked operated by Oslo Børs ASA (“Oslo Axess”) (the “Listing”). __________ The board of directors of the Oslo Stock Exchange approved the Company's listing application at a board meeting held on or about 5 March 2019, subject to fulfilment by the Company of the Oslo Axess listing requirements. __________ Beneficial interests in all of the Shares are registered with the Norwegian Central Securities Depository (Nw. Verdipapirsentralen) (the “VPS”) in book-entry form. All the Shares will rank in parity with one another and carry one vote per Share. Trading in the Shares on Oslo Axess is expected to commence on or about 7 March 2019, under the trading symbol “OET”. __________ For the definitions of capitalised terms used throughout this Prospectus, see Section 17 “Definitions”. Investing in the Shares involves risks; see Section 2 “Risk Factors” beginning on page 9. The date of this Prospectus is 28 February 2019. IMPORTANT INFORMATION This Prospectus has been prepared in order to provide information about the Company and its business in relation to the Listing of the Shares and to comply with the Norwegian Securities Trading Act of 29 June 2007 no. 75 (the “Norwegian Securities Trading Act”) and related secondary legislation, including the Commission Regulation (EC) no. 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 regarding information contained in prospectuses (the “Prospectus Directive”) as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements (hereafter “EC Regulation 809/2004”). This Prospectus has been prepared based on the requirements for simplified prospectuses applicable for small and medium-sized enterprises in accordance with the Prospective Directive article 2 no.1 (f). This Prospectus has been prepared solely in the English language. The Financial Supervisory Authority of Norway (Nw. Finanstilsynet) (the “Norwegian FSA”) has reviewed and approved this Prospectus in accordance with Sections 7-7 and 7-8 of the Norwegian Securities Trading Act. The Norwegian FSA has not verified or approved the accuracy or completeness of the information included in this Prospectus. The approval by the Norwegian FSA only relates to the information included in accordance with pre-defined disclosure requirements. The Norwegian FSA has not made any form of verification or approval relating to corporate matters described in or referred to in this Prospectus. _________ The information contained herein is current as of the date hereof and subject to change, completion and amendment without notice. In accordance with Section 7-15 of the Norwegian Securities Trading Act, significant new factors, material mistakes or inaccuracies relating to the information included in this Prospectus which may occur between the time when this Prospectus is approved and the date of listing of the Shares on the Oslo Stock Exchange and which may affect the assessment of the Shares, will be included in a supplement to this Prospectus. Neither the publication nor distribution of this Prospectus shall under any circumstances create any implication that there has been no change in the affairs of the Company or the Group or that the information herein is correct as of any date subsequent to the date of this Prospectus. Except as required by applicable law and stock exchange rules the Company does not undertake any duty to update the information in this Prospectus. The publication of this Prospectus shall not under any circumstances create any implication that there has been no change in the Company's affairs or that the information herein is correct as of any date subsequent to the date of this Prospectus. _________ No person is authorised to give any information or to make any representation in connection with the Listing other than as contained in this Prospectus. If any such information is given or made, it must not be relied upon as having been authorised by the Company or by any of the affiliates or advisors of the Company. _________ The distribution of this Prospectus in certain jurisdictions may be restricted by law. The Company require persons in possession of this Prospectus to inform themselves about and to observe any such restrictions. This Prospectus does not constitute an offer of, or an invitation to purchase, any of the Shares described herein and no Shares are being offered or sold pursuant to this Prospectus in any jurisdiction. _________ The Shares are subject to restrictions on transferability and resale under certain securities laws and regulations and may not be transferred or resold except as permitted under any such applicable securities laws and regulations. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. For further information on the manner of distribution of the Shares and the transfer restrictions to which they are subject, see Section 14.11 “Selling and Transfer Restrictions”. _________ This Prospectus shall be governed by and construed in accordance with Norwegian law. The courts of Norway, with Oslo as legal venue, shall have exclusive jurisdiction to settle any dispute that may arise out of or in connection with this Prospectus. _________ THE SHARES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OR THE SECURITIES LAWS OF ANY U.S. STATE OR OTHER JURISDICTION. THE COMPANY DOES NOT PLAN TO REGISTER THE ISSUANCE OR RESALE OF THE SHARES UNDER THE U.S. SECURITIES ACT. THE SHARES MAY NOT BE RE-OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT (A) UNDER A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, AS APPLICABLE OR (C) PURSUANT TO ANOTHER APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT; IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE U.S. STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, ONLY IF THE COMPANY HAS RECEIVED DOCUMENTATION SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT. 1 CONTENTS Clause Page 1. SUMMARY ................................................................................................................. 4 2. RISK FACTORS .......................................................................................................... 13 2.1 Risks Relating to the Company and the Industry in which the Group Operates ...................... 13 2.2 Risks Relating to the Listing and the Shares .............................................................. 25 3. RESPONSIBILITY STATEMENT ......................................................................................... 28 4. GENERAL INFORMATION .............................................................................................. 29 4.1 Cautionary Note Regarding Forward-Looking Statements ............................................... 29 4.2 Presentation of Industry Data and Other Information ................................................... 29 5. BUSINESS OVERVIEW .................................................................................................. 33 5.1 Operations and Principle Activities ........................................................................ 33 5.2 History and Development .................................................................................... 35 5.3 Disclosure About Dependency on Contracts, Patents and Licenses .................................... 36 5.4 Material Contracts ............................................................................................ 36 5.5 Legal and Arbitration Proceedings ......................................................................... 37 5.6 Research and Development ................................................................................. 37 6. INDUSTRY AND MARKET OVERVIEW ................................................................................. 38 6.1 Overview of the tanker market ............................................................................. 38 6.2 The underlying market for oil and oil transportation .................................................... 39 6.3 Demand for tanker vessels .................................................................................. 41 6.4 Supply for tanker vessels .................................................................................... 42 6.5 Regulatory factors and financial implications ............................................................ 44 6.6 Future market expectations ...............................................................................