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.
14 March 2022 – Hamilton, Bermuda
Reference is made to the stock exchange announcement by Northern Ocean Ltd. (“NOL” or the “Company”) on 10 March 2022, regarding the approval of a prospectus relating to a subsequent offering of up to 8,000,000 new shares (the “Subsequent Offering”) to be carried out by the Company following the completion of a private placement with gross proceeds of USD 20,000,000 (the “Private Placement”). In the Subsequent Offering, eligible shareholders, being shareholders of the Company as of 13 January 2022, as registered in the Norwegian Central Securities Depository (the “VPS”) on 17 January 2022 (the “Record Date”) who were not invited to participate, or applied for but were not allocated shares, in the Private Placement, and 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 14 March 2022 at 09:00 hours (CET) and will end on 28 March 2022 at 16:30 hours (CET) (the “Subscription Period”). The subscription price (the “Subscription Price”) is NOK 4.45 per Subsequent Offer Share (equal to USD 0.50 based on the conversion rate between USD and NOK set by the Central Bank of Norway on 9 March 2022).
Eligible Shareholders will be granted 0.25177 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. The Subsequent Offer Shares are existing shares in the Company offered by one of the Company’s shareholders, Hayfin, and Hayfin will retain any Subsequent Offer Shares not subscribed for in the Subsequent Offering.
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 28 March 2022 at 16:30 hours (CET).
Notifications of allocation in the Subsequent Offering are expected to be issued on or about 29 March 2022. The due date for payment of allocated Subsequent Offer Shares is on or about 31 March 2022. A prospectus dated 10 March 2022 (the “Prospectus”) is available electronically at https://www.northernocean.no/prospectus.
This information is published in accordance with the requirements of the Continuing Obligations.
Forward Looking Statements Matters discussed in this release may contain certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates, sometimes identified by the words “believes”, “expects”, “intends”, “plans”, “estimates” and similar expressions. The forward-looking statements contained in this release, including assumptions, opinions and views of the Company or cited from third-party sources, are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. The Company does not provide any assurance that that the assumptions underlying such forward-looking statements are free from errors, nor does the Company accept any responsibility for the future accuracy of the opinions expressed in the presentation or the actual occurrence of the forecasted developments. No obligations are assumed to update any forward-looking statements or to conform to these forward-looking statements to actual results.