NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES 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.
Northern Ocean Ltd. (“Northern Ocean” or the “Company”) is pleased to announce a contract award for Deepsea Mira with a subsidiary of TotalEnergies SE for work outside of the Norwegian Continental Shelf on a multi country drilling program, initially commencing in West Africa. The contract is expected to commence in the middle of the 2nd Quarter 2023 and has an estimated firm duration of 300 days plus one 180-day option plus one 90-day option. The contract adds approximately USD 135 million of firm revenue backlog to the Company (excluding bonus, options and de-mobilization). The rig’s operations manager, Odfjell Drilling Ltd, has begun reactivation activities and mobilization preparation to meet the contract expectations safely and efficiently.
To fund the reactivation costs, working capital and other general corporate purposes, the Company has retained Fearnley Securities AS, DNB Markets, a part of DNB Bank AS, Danske Bank Norwegian Branch and Pareto Securities AS as Joint Lead Bookrunners (the “Managers”) to advise on and effect a private placement (the “Private Placement”) of new shares, with the intention to raise gross proceeds of approx. USD 45 million. The subscription price for the new shares will be determined by the Company’s Board of Directors (the “Board”) based on an accelerated book building process.
Scott McReaken (CEO of Northern Ocean) commented:
“This contract award from TotalEnergies marks a new beginning for the Company. We have now secured full employment of our fleet while adding over USD 250 million in backlog since August. The Deepsea Bollsta has safely mobilized on time in Namibia, and we are excited to repeat a transit to West Africa with the Deepsea Mira for Total. Together with our manager, Odfjell Drilling, we continue to build a position of strength in this recovering offshore drilling market.”
About the Private Placement:
The Company has retained the Managers to advise on and effect a private placement of new shares, with the intention to raise gross proceeds of approx. USD 45 million. The subscription price for the new shares will be determined by the Company’s Board based on an accelerated book building process.
Hemen Holding Ltd, the Company’s largest shareholder with approx. 39% has to the Managers firmly expressed its intention of subscribing for shares in the Private Placement to maintain its shareholding.
The Private Placement will be directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate amounts below EUR 100,000 to the extent exemptions from the prospectus requirements in accordance with applicable regulations, including the Norwegian Securities Trading Act and the prospectus regulation 2017/119 and ancillary regulations, are available.
The application period for the Private Placement commences today, on 13 December 2022 at 16:30 CEST, and is expected to close no later than 14 December 2022 at 08:00 CEST. The Company, after consultation with the Managers, reserves the right to at any time and in its sole discretion close or extend the application period. If the application period is shortened or extended, other dates referred to herein may be changed correspondingly.
Allocation of the shares in the Private Placement will be determined after the expiry of the application period, and the final allocation will be made by the Board at its sole discretion, following advice from the Managers. DVP settlement will be facilitated by existing and unencumbered shares in the Company being borrowed by Fearnley Securities AS from Hemen Holding Ltd. pursuant to a share lending agreement between such parties and the Company, meaning that shares so settled will be tradable from allocation. The Managers will settle the share loan with new shares which will be redelivered to the lender on a separate ISIN and transferred to the Company’s ordinary ISIN and listed following approval of the listing prospectus.
Completion of the Private Placement is subject to the corporate resolutions of the Company required to implement the Private Placement, including a resolution of the Board to proceed with the Private Placement following the expiry of the application period and to increase the share capital of the Company.
The Company has considered the Private Placement in light of the equal treatment obligations under applicable regulations and is of the opinion that the waiver of the preferential rights inherent in a private placement, taking into consideration the time, costs and risk of alternative methods of the securing the desired funding, is in the common interest of the shareholders of the Company.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation. This stock exchange announcement was published by Olav Sirevåg, CAO of Northern Ocean Ltd., on 13 December 2022 at 16.30 CET.
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 Managers 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 Private Placement 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 Private Placement 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.