THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN, HONG KONG, SOUTH AFRICA, AUSTRALIA, NEW ZEALAND, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Reference is made to the stock exchange announcement made on 10 July 2024 where it was announced that Euronext Oslo Børs had approved an offer document for Hemen Holding Limited’s (“Hemen“) mandatory offer (the “Offer“) for all the issued and outstanding shares (the “Shares“) in Northern Ocean Ltd. (“NOL“) not already owned by Hemen at an offer price of NOK 7.00 per Share (the “Offer Price“), and to the announcement dated 8 August 2024 regarding the preliminary results of the Offer following the expiry of the offer period (the “Offer Period“) on 8 August 2024 at 16:30 CEST.
Hemen received valid acceptances for a total of 20,175,590 Shares, which, taken together with the 144,373,315 Shares already held by Hemen at the commencement of the Offer Period, equals 164,548,905 Shares, representing approximately 54.3% of the issued and outstanding shares and voting rights in NOL.
The shares tendered in the Offer have been collected from the VPS accounts of the NOL shareholders who have accepted the Offer on 13 August 2024, and such shares have been transferred to a settlement account of Pareto Securities AS (the “Receiving Agent“). In accordance with the terms of the Offer, cash settlement will be made promptly and no later than within 14 calendar days after expiry of the Offer Period. The latest date on which cash settlement will be made is accordingly on 22 August 2024.
For further information, please contact:
Pareto Securities AS
Tel: +47 22 87 87 50
Important notice:
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for distribution in Australia, Canada, the Hong Kong special administrative region of the People’s Republic of China, Japan, South Africa, the United States or to any other jurisdiction where such distribution would be unlawful. The information in this announcement does not constitute an offer of securities for sale in such jurisdictions. 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. This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities in the United States.
Neither Hemen, NOL nor any of their advisors and/or any of their affiliates or any of their respective directors, officers, employees, advisers, agents or any other person(s) accept any responsibility or liability whatsoever for, or make any representation or warranty, express or implied, as to the accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating the Offer, Hemen or NOL.
Offer Restrictions
The distribution of the Offer Document and the making of the Offer may in certain jurisdictions (“Restricted Jurisdictions“) be restricted by law. Therefore, persons obtaining the Offer Document or into whose possession the Offer Document otherwise comes, are required to, and should inform themselves of and observe, all such restrictions. Hemen and Pareto Securities AS do not accept or assume any responsibility or liability for any violation by any person whomsoever of any such restriction.
The Offer Document is not directed to persons whose participation in the Offer requires that further offer documents are issued or that registration or other measures are taken, other than those required under Norwegian law. No document or materials relating to the Offer may be distributed in or into any jurisdiction where such distribution or offering requires any of the aforementioned measures to be taken or would be in conflict with any law or regulation of such a jurisdiction. In the event of such distribution or offering still being made, an Acceptance Form sent from such a country may be disregarded.
The Offer Document does not represent an offer to acquire or obtain securities other than NOL shares. The Offer is not open to any NOL shareholder in any jurisdiction in which it is unlawful for any person to receive or accept the Offer. No action has been taken to permit the distribution of the Offer in any jurisdiction where action would be required for such purposes (except Norway).
The Offer is not being made and will not be made, directly or indirectly, in or into the Restricted Jurisdictions. The Offer Document, and any and all materials related thereto, should not be sent or otherwise distributed in or into the Restricted Jurisdictions, and the Offer cannot be accepted by any such use, means or instrumentality, in or from within Restricted Jurisdictions. Accordingly, copies of the Offer Document and any related materials are not being, and must not be, sent or otherwise distributed in or into or from any Restricted Jurisdiction or, in their capacities as such, to custodians, trustees or nominees holding shares in NOL for persons in any Restricted Jurisdictions, and persons receiving any such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from any Restricted Jurisdiction. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions will be invalid.