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.
16 February 2023 – Hamilton, Bermuda
Reference is made to the stock exchange announcement by Northern Ocean Ltd. (“NOL” or the “Company“) on 15 February 2023, regarding the approval of a prospectus relating to a subsequent offering of up to 2,500,000 new shares (the “Subsequent Offering“) to be carried out by the Company following the completion of a private placement with gross proceeds of USD 45,000,000 (the “Private Placement“). In the Subsequent Offering, eligible shareholders, being shareholders of the Company as of 13 December 2022, as registered in the Norwegian Central Securities Depository (the “VPS“) on 15 December 2022 (the “Record Date“) who (i) were not allocated shares in the Private Placement and (ii) who are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action (“Eligible Shareholders“), will be granted non-transferable subscription rights (the “Subscription Rights“) that, subject to applicable law, provide preferential rights to subscribe for and be allocated shares in the Subsequent Offering (the “Subsequent Offer Shares“) at the Subscription Price (as defined below).
The subscription period in the Subsequent Offering commences today, on 16 February 2023 at 09:00 hours (CET) and will end on 1 March 2023 at 16:30 hours (CET) (the “Subscription Period“). The subscription price (the “Subscription Price“) is NOK 9.50 per Subsequent Offer Share (equal to the subscription price in the Private Placement).
Eligible Shareholders will be granted 0.06 Subscription Rights for each share registered as held by such Eligible Shareholder on the Record Date, rounded down to the nearest whole Subscription Right. One (1) subscription right will give the right to subscribe for one (1) Subsequent Offering Share. Over-subscription is not permitted. Subscription without subscription rights will not be allowed. The subscription rights will not be tradable. Upon expiry of the Subscription Period, the Subscription Rights will expire and have no value.
In order to subscribe for shares, Eligible Shareholders must provide Fearnley Securities AS (the “Manager“) with a complete and duly signed subscription form within the end of the Subscription Period. Further instructions regarding the subscription procedure are available in the Prospectus (as defined below). The Subscription Rights must be used to subscribe for Subsequent Offer Shares in the Subscription Period and before the expiry of the Subscription Period on 1 March 2023 at 16:30 hours (CET).
Notifications of allocation in the Subsequent Offering are expected to be issued on or about 2 March 2023. The due date for payment of allocated Subsequent Offer Shares is on or about 6 March 2023. A prospectus dated 15 February 2023 is available electronically at:
https://www.northernocean.no/prospectus.
This stock exchange announcement was published by Jonas Ytreland, CFO of Northern Ocean Ltd., on 16 February 2023 at 8.51 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.
Important information:
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.