Press releases

NOL: Key Information Relating to Subsequent Offering

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. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Reference is made to the stock exchange release by Northern Ocean Ltd. (the “Company”) on 19 June 2024 regarding completion of a private placement (the “Private Placement”) of new shares in the Company and that the Company considered a subsequent offering of up to 12,000,000 new shares at the same subscription price as in the Private Placement (the “Subsequent Offering”).
Please see below for key information pertaining to the Subsequent Offering:

• Date on which the terms and conditions of the Subsequent Offering were announced: 19 June 2024
• Last day including right: 19 June 2024
• Ex-date: 20 June 2024
• Record date: 21 June 2024
• Maximum number of new shares: 12,000,000 new shares
• Subscription price: NOK 7.00 per share

Other information:

The Subsequent Offering is subject to the prevailing market price of the Company’s shares following the Private Placement. The Board may decide that the Subsequent Offering will not be carried out in the event that the Company’s shares trade below the subscription price in the Subsequent Offering at adequate volumes. The Subsequent Offering will be directed towards the Company’s shareholders as of close of trading 19 June 2024, as recorded in the Norwegian Central Securities Depository (Euronext Securities Oslo) on 21 June 2024, who (i) were not included in the “wall-crossing” phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement and (iii) are not resident in a jurisdiction where such offering would be unlawful and (in jurisdictions other than Norway) would require any prospectus, filing, registration or similar action (the “Eligible Shareholders”). The subscription price in the Subsequent Offering will be equal to the Offer Price. The Eligible Shareholders will receive non-transferrable subscription rights in the Subsequent Offering. Over-subscription will not be permitted for Eligible Shareholders. Subscription without subscription rights will not be permitted in the Subsequent Offering.

This information is published in accordance with the requirements of Euronext Rule Book II.

For more information, please contact:

Jonas Ytreland, CFO
Email: jonas.ytreland@northernoceanltd.com
Phone: +47 99 46 55 50

About Northern Ocean:

Northern Ocean owns two modern, high-end semisubmersibles drilling rigs with ultra deepwater capabilities, which are flexible to work in all offshore basins in the world. 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 latest delivered from yards, the most sophisticated in the world and provide safe, efficient operations while working to incorporate green energy technologies.

Important notice:

The release is not for publication, distribution or release, in whole or in part directly or indirectly, in or into Australia, Canada, Japan, the United States (including its territories and possessions, any state of the United States and the District of Columbia), Hong Kong, South Africa, New Zealand, or any other jurisdiction in which such release, publication or distribution would be unlawful. 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, the United States, Hong Kong, South Africa, New Zealand, or any other jurisdiction in which such distribution would be unlawful.

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.