13 December 2022 – Hamilton, Bermuda
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.
Reference is made to the stock exchange release by Northern Ocean Ltd. (the “Company”) on 13 December 2022 regarding the intention to carry out a private placement (the “Private Placement”) of new shares in the Company.
The Company is pleased to announce that the Private Placement has been successfully placed, and that it has allocated subscriptions for 47,022,157 offer shares (the “Offer Shares”) at a subscription price per share of NOK 9,50 (the “Offer Price”), raising approx. USD 45 million in gross proceeds. The Private Placement attracted strong interest from existing and new Norwegian and international high-quality investors and was substantially oversubscribed.
Completion of the Private Placement and the issuance of the new shares were resolved by the Company’s Board of Directors (the “Board”) and conditional upon the Offer Shares having been fully paid and legally issued. Following issuance of the Offer Shares, the Company will have an issued share capital of USD 90,809,093 divided into 181,618,186 common shares, each with a nominal value of USD 0.50.
Notification of allocation, including settlement instructions are expected to be distributed by the Managers on or about 14 December 2022, with settlement on or about 16 December 2022.
In order to facilitate timely delivery of already listed shares, delivery of Offer Shares allocated in the Private Placement will be made by delivery of existing shares in the Company borrowed by the Managers from Hemen Holding Ltd. (“Hemen”) pursuant to a share lending agreement between such parties and the Company. The shares delivered to investors in the Private Placement will thus be tradable on Oslo Børs immediately upon allocation. The Managers will settle the share loan from Hemen with the new shares issued in connection with the Private Placement. The new shares will be registered under a separate ISIN pending approval of a listing prospectus and will not be listed or tradable on Oslo Børs until this prospectus has been approved.
The Board will consider carrying out a subsequent offering of up to 2,500,000 new shares towards the Company’s shareholders as of 13 December 2022 (as documented by the shareholder register in the Norwegian Central Securities Depository (VPS) as of the end of 15 December 2022) who i) were not allocated shares in the Private Placement (the “Subsequent Offering”) and ii) are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, would require any filing, registration or similar action. The subscription price in the Subsequent Offering will be equal to the subscription price in the Private Placement. The Subsequent Offering is subject to i) the publication of a prospectus approved by the Norwegian Financial Supervisory Authority, and ii) 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 Board, together with the Company’s management and the Managers, has considered various transaction alternatives to secure new financing. Based on an overall assessment, considering inter alia the need for funding, execution risk and possible alternatives, the Board has on the basis of careful considerations decided that the Private Placement is the alternative that best protects the Company’s and the shareholders’ joint interests. Thus, the waiver of the preferential rights inherent in a share capital increase through issuance of new shares is considered necessary.
Fearnley Securities AS, DNB Markets, a part of DNB Bank AS, Danske Bank Norwegian Branch and Pareto Securities AS acted as Joint Lead Bookrunners in the Private Placement. This stock exchange announcement was published by Jonas Ytreland, CFO of Northern Ocean Ltd., on 13 December 2022 at 23.00 CET.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
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 Manager 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 Manager is 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.