NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
15 February 2023 – Hamilton, Bermuda
Reference is made to the stock exchange announcement by Northern Ocean Ltd (“NOL” or the “Company“) on 14 December 2022 regarding the potential subsequent offering of up to 2,500,000 NOL shares (the “Subsequent Offering“) following the completion of a private placement with gross proceeds of approx. USD 45,000,000 (the “Private Placement“).
The Financial Supervisory Authority of Norway has approved a prospectus dated 15 February 2023 (the “Prospectus“) prepared in connection with (i) the listing of 47,022,157 new shares in the Company issued in connection with the Private Placement; and (ii) the Subsequent Offering and listing of up to 2,500,000 offer shares at a subscription price of NOK 9.50. The Prospectus and a summary of the Prospectus will be available electronically on the following website: https://www.northernocean.no/prospectus/.
This stock exchange announcement was published by Jonas Ytreland, CFO of Northern Ocean Ltd., on 15 February 2023 at 14.09 CET.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
About Northern Ocean:
Northern Ocean owns two modern, high-end semisubmersibles drilling rigs. These rigs are flexible to work in all offshore basins, including harsh environment. Northern Ocean Ltd is an international drilling contractor with the purpose of owning high specification offshore drilling units designed for harsh environments. The company’s two modern, high-end semisubmersibles drilling units are among the most sophisticated in the world and provide safe, efficient operations while incorporating leading green energy technologies.
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.
The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Manager assume any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Managers are acting for the Company and no one else in connection with the Subsequent Offering and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Subsequent Offering and/or any other matter referred to in this release.
Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company’s current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.