Capital Tankers Corp. has engaged Fearnley Securities AS and Pareto Securities AS as joint global coordinators, and Clarksons Securities AS and SB1 Markets AS as joint bookrunners to advise on and effect a contemplated private placement of Offer Shares in the Company to raise the NOK equivalent of up to approx. USD 345 million (including greenshoe) in gross proceeds and a subsequent listing of the Company’s shares on Euronext Growth Oslo.
Subject to, among other things, Euronext Oslo Børs’ approval of the Company’s listing application, expected to be submitted on or about 10 March 2026, and a successful completion of the Private Placement, the Company’s shares are expected to commence trading on Euronext Growth Oslo on or about 17 March 2026 under the ticker “CAPT” (the “Listing”).
The Company is a newly established international owner of ocean-going vessels focusing on the crude tanker industry. The Company is incorporated under the laws of the Republic of Marshall Islands with registration number 136263. The Company’s owned fleet consists of 30 tankers, of which (i) three vessels are currently sailing, (ii) five vessels will be delivered to the Company within three months after Listing under relevant Memoranda of Agreement, and (iii) 22 vessels are currently under construction (the “Vessels Under Construction”). In addition to its owned fleet, the Company has 13 newbuilding options (the “Newbuilding Options”) that are exercisable until 31 December 2026.
Capital Tankers investment highlights
-Owned fleet of 30 tankers, comprising 12 VLCCs, 10 Suezmax vessels and eight Aframax/LR2 vessels. Of the total, three vessels are currently on the water, five vessels are expected to be delivered to the Company within three months following the Listing, and 22 vessels are under construction. In addition, the Company holds 13 newbuilding options, granted to Capital Tankers by Capital Maritime & Trading Corp. (“CMTC”) at a fixed price until 31 December 2026. Furthermore, the Company holds rights of first refusal for a period ending 10 years after Listing, over all sailing and newbuilding VLCC, Aframax and Suezmax tanker vessels (“Vessels”), and any Vessel employment opportunities of minimum12 months that CMTC becomes aware of.
-Majority of the fleet is LNG dual-fuel capable or LNG-ready and fitted with scrubbers, supportive of improved fuel efficiency, lower emissions and enhanced commercial performance. LNG dual-fuel capability provides fuel flexibility under the evolving regulatory frameworks, including EU ETS, FuelEU Maritime and IMO net-zero initiatives, positioning the fleet to comply with current and anticipated environmental requirements.
-Following the Private Placement, the Company expects to be fully funded assuming gross leverage of approximately 50-55% on a fully delivered basis.
-The commercial strategy entails spot and short-term market exposure, and is supported by a competitive operating cost structure.
-The targeted dividend policy is for distributions of approximately 30-40% of free cash flow to equity, net of any working capital and other reserves as decided by the Company’s board, during the construction phase of the newbuilding program, increasing to approximately 70-80% once the fleet is fully delivered.
-Capital Tankers is backed by CMTC, a global shipowner with established public markets track record, including through NASDAQ-listed Capital Clean Energy Carriers Corp. (CCEC).
“Capital Tankers offers a unique opportunity to invest in the youngest, most technologically advanced crude tanker fleet in the public markets, backed by one of the world’s leading shipping companies, with strong cash generation potential, an attractive valuation, embedded optionality from our 13 vessel options, and a clear commitment to shareholder returns.” – Jerry Kalogiratos, CEO.
Following the Listing, the Company plans to consider an uplisting to the main list of the Oslo Stock Exchange, and a potential dual listing in the U.S., in due course, subject to approval by relevant authorities and relevant corporate resolutions, as well as market conditions.
The Private Placement
The Private Placement will comprise an offering of new shares in the Company (the “New Shares”), at a fixed price of NOK 134 per New Share (the “Offer Price”), to raise gross proceeds to the Company of the NOK equivalent of approx. USD 300 million. The Offer Price represents a pre-money equity value of the Company of approx. USD 13.4 billion based on the Company’s issued shares and the Offer Price.
The gross proceeds to the Company from the Private Placement will be used for (i) funding of the remaining capital expenditure commitments relating to the Vessels Under Construction, (ii) working capital, (iii) transaction costs, and (iv) general corporate purposes.
In addition to the New Shares, the Managers may elect to over-allot additional shares in the Company at the Offer Price, representing approx. 15% of the number of New Shares allocated in the Private Placement, which is equal to the NOK equivalent of USD 45 million (the “Additional Shares”, and together with the New Shares, the “Offer Shares”), implying a total transaction size of approx. USD 345 million, if over-allotments are made (the “Offer Size”).
The over-allotment of the Additional Shares will be facilitated by a share lending agreement between CMTC, the largest shareholder in the Company, holding 100% of the current shares outstanding (the “Share Lender”), the Company and the Managers (the “Share Lending Arrangement”), whereby Pareto Securities AS, in its capacity as stabilisation manager on behalf of the Managers (the “Stabilisation Manager”), will borrow a number of existing shares in the Company, from the Share Lender, equal to the number of Additional Shares allocated in the Private Placement. The borrowed Additional Shares will be redelivered to the Share Lender by the Stabilisation Manager upon the expiry of a 30-day stabilization period commencing at the time of the Listing (the “Stabilisation Period”). The Stabilisation Manager may engage in stabilisation activities during the Stabilisation Period by buying shares in the Company on Euronext Growth Oslo, limited upwards to the amount of borrowed Additional Shares, at prices equal to or lower than (but not above) the Offer Price.
The Company has granted the Stabilisation Manager a greenshoe option (the “Greenshoe Option”) which gives the Stabilisation Manager the right to have
issued a number of new shares in the Company, limited upwards to the amount of borrowed Additional Shares, at the Offer Price, to cover the potential short position resulting from the over-allotment made in the Private Placement, which has not been covered through share repurchases by the Stabilisation Manager as part of any stabilisation activities conducted during the Stabilisation Period. The Greenshoe Option will be exercisable, in whole or in part, by the Stabilisation Manager following expiry of the Stabilisation Period. No consideration will be payable by the Stabilisation Manager, or the Managers, for the Share Lending Arrangement or the Greenshoe Option. Any net profit generated from stabilisation activities conducted by the Stabilisation Manager during the Stabilisation Period shall be for the benefit of the Company. Any exercise of the Greenshoe Option will raise additional proceeds to the Company.
The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000. The board of directors of the Company (the “Board”) may, however, at its sole discretion, offer and allocate Offer Shares for an amount below the NOK equivalent of EUR 100,000 to the extent exemptions from prospectus requirements pursuant to Regulation (EU) 2017/1129 and ancillary regulations, as amended and as implemented by the Norwegian Securities Trading Act, are available.
Timeline and application period
The application period in the Private Placement will commence today, 25 February 2026 at 09:00 CET and close on 27 February 2026 at 16:30 CET (the “Application Period”). The Company may, however, at its sole discretion, shorten or extend the Application Period at any time and for any reason on short notice. If the Application Period is shortened or extended, the other dates referred to herein might be changed accordingly.
Allocation and settlement
The allocation of Offer Shares will be determined following the application period, and the final allocation will be made at the sole discretion of the Board (in consultation with the Managers). The Board will focus on criteria such as (but not limited to), indications from the pre-sounding phase of the Private Placement (volume and price leadership), timeliness of the application, relative subscription size, sector knowledge, perceived investor quality and investment horizon. Notification of allocation is expected to be sent to the applicants by the Managers on or about 2 March 2026.
The Offer Shares allocated in the Private Placement are expected to be settled on a delivery versus payment (“DvP”) basis on or about 17 March 2026, following completion of the Conditions (as defined below).
Lock-up
The Company, CMTC and the Company’s Board members and members of the executive management, will enter into customary lock-up arrangements with the Managers in connection with the Private Placement that will restrict, subject to certain exemptions, their ability to issue, sell or dispose of any shares in the Company, as applicable. The Company (excluding any new shares potentially issued in connection with (i) the potential exercise of the Greenshoe Option in the Private Placement, (ii) the potential financing of the Newbuilding Options, and (iii) potential executive management or employee share incentive schemes adopted by the Company in line with prevailing market practice)) and the Company’s Board members will enter into lock-up arrangements for a period of 6 months, and CMTC and the members of the Company’s executive management will enter into lock-up arrangements for a period of 12 months.
100% of the Company’s pre-money issued shares will be locked up based on the agreements referred to above.
Conditions for completion of the Private Placement
Completion of the Private Placement is conditional upon: (i) all corporate resolutions of the Company required to implement the Private Placement and the Listing being validly made, (ii) the New Shares being validly issued and registered in the Norwegian Central Securities Depository (Euronext Securities Oslo or the “VPS”), (iii) the Share Lending Arrangement being in full force and effect, and (iv) the Oslo Stock Exchange approving the application for Listing and the satisfaction by the Company of any conditions for Listing set by the Oslo Stock Exchange (collectively, the “Conditions”). There can be no assurance that these Conditions will be satisfied. If the Conditions are not satisfied, the Private Placement may be revoked or suspended, and the Listing may not take place.
The Company reserves the right, at any time and for any reason, to cancel the Private Placement. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason.
Retail tranche
The Company will, as part of the total Offer Size in the Private Placement, carve out a tranche dedicated to retail investors (the “Retail Tranche”). The size of the Retail Tranche will be up to the NOK equivalent of EUR 999,999. The Retail Tranche will be conducted in accordance with available prospectus exemptions in applicable regulations in relevant jurisdictions. The Retail Tranche will have a minimum subscription and allocation of NOK 5,500 and a maximum subscription of NOK 1,100,000. The Retail Tranche will be automatically allocated on a pro-rata basis based on the demand from each applicant in the Retail Tranche. The Board reserves the right to set a maximum allocation per applicant in the Retail Tranche. Applicants being allocated Offer Shares in the Retail Tranche will (i) be notified of their allocation on or about 2 March 2026, (ii) be asked to have sufficient funding on their respective bank accounts on or about 13 March 2026, (iii) have their respective bank accounts automatically debited on or about 16 March 2026, and (iv) have their Offer Shares delivered to their respective VPS accounts on or about 17 March 2026.