13 January, 2022 – Hamilton, Bermuda
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.
Reference is made to notice from Northern Ocean Ltd (“NOL” or the “Company”) on 23 December 2021 concerning a conditional subscription agreement between the Company and Hemen Holding Limited (“Hemen“) and funds managed and/or advised by Hayfin Capital Management LLP and its affiliates (“Hayfin“, and together with Hemen, the “Subscribers“) pursuant to which Hemen and Hayfin agreed to subscribe for 40 million new shares (the “New Shares“) in the Company at a subscription price of $ 0.50 per share raising gross proceeds of USD 20 million (the “Private Placement“). The Company announces that the New Shares were issued today. The New Shares will be delivered on a separate ISIN pending approval of a listing prospectus.
Following registration in the relevant register of members, the authorised share capital of the Company is USD 968,098,811 divided into 1,936,197,622 common shares of a par value of USD 0.50 each, of which 103,802,378 common shares have been issued and fully paid or credited as fully paid.
As a result of the Private Placement, the Board of Directors will propose a subsequent offering (the “Subsequent Offering“) of up to 8 million shares, in which shareholders of the Company as of close of trading on 13 January 2022, as recorded in the VPS on 17 January 2022, who were not allocated shares in the Private Placement, and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action, will receive subscription rights. The Subsequent Offering will, inter alia, be conditional upon (i) approval from the board of directors of the Company, and (ii) approval and publication of a prospectus regarding, inter alia, the Subsequent Offering. The subscription price in the Subsequent Offering is equal to the Private Placement, $ 0.50 per share. The Subsequent Offering shares are expected to be satisfied from the shares that have been subscribed for by Hayfin. The Subsequent Offering is expected to commence in March 2022. Further terms and conditions in the Subsequent Offering will be set out in the prospectus.
Additional information about the Company can be found at: www.northernocean.no
IMPORTANT NOTICE: This announcement is not and does not form a part of any offer for sale of securities. Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any offering of the securities referred to in this announcement will be made by means of a prospectus.
This announcement is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. In any EEA Member State other than Norway that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.