Press releases

NOL: Successfully completed private placement

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.

19 June 2024. Reference is made to the stock exchange release from Northern Ocean Ltd. (the “Company“) published on 19 June 2024 regarding a contemplated private placement of the NOK equivalent of approx. USD 60 million in gross proceeds (the “Private Placement“).

The Company is pleased to announce that it has completed a private placement of approx. USD 60 million equal to approx. NOK 634 million in gross proceeds (the “Private Placement“). A total of 90,538,285 new shares (the “Offer Shares“) have been allocated in the Private Placement at the fixed offer price per Offer Share of NOK 7.00 (the “Offer Price“) The Private Placement attracted strong interest from new and existing investors and was substantially over-subscribed.

Danske Bank (Norwegian Branch), DNB Markets (a part of DNB Bank ASA), Pareto Securities AS, and Skandinaviska Enskilda Banken AB (Publ) Oslofilialen are acting as joint global coordinators and joint bookrunners in the Private Placement (the “Managers“).

The net proceeds to the Company from the Private Placement will be used in connection with the refinancing of the Company, as well as for general corporate purposes.

The board of directors of the Company (the “Board“) has today resolved to issue the Offer Shares. Following the issuance of Offer Shares in the Private Placement, the Company will have a share capital of USD 136,607,696, divided into 273,215,392 shares.

Sterna Finance Ltd., (“Sterna“) a company affiliated with Hemen Holding Limited (“Hemen“), has previously provided a financing facility of USD 100 million, of which Sterna has the right to convert USD 15 million to shares in the Company at a price of USD 0.50 per share which equals 30,000,000 new shares in the Company (the “Conversion“). Sterna has executed the Conversion in connection with the Private Placement. Following the issuance of new shares in connection with the Conversion and the Offer Shares in the Private Placement described above, the Company will have a share capital of USD 151,607,696, divided into 303,215,392 shares.

As set out in the Company’s stock exchange announcement of 19 June 2024, Hemen has informed the Company that it will launch a mandatory bid of the remaining shares in the Company under Chapter 6 of the Norwegian Securities Trading Act, as a result of the Conversion on a consolidated basis with its close associate Sterna, and the delivery of the Offer Shares in the Private Placement.

Allocation to investors will be communicated on 20 June 2024 before 09:00 CEST (T), and the Private Placement is expected to be settled by the Managers on a delivery-versus-payment (“DVP“) basis on or about 24 June 2024 (T + 2).

The DVP settlement structure will be facilitated through the delivery of existing and unencumbered shares in the Company, already admitted to trading on Oslo Børs, pursuant to a share lending agreement (the “Share Lending Agreement“) between the Company, the Managers and Hemen. The Offer Shares will thus become tradable on Oslo Børs directly after the notification of allocation. The Managers will settle the Share Lending Agreement with new shares in the Company to be issued in connection with the Private Placement. A portion of the new shares received by Hemen in the Private Placement, either through redelivery of borrowed shares or delivery of allocated Offer Shares, will be issued on a separate ISIN and will not be tradable on Oslo Børs until a listing prospectus, in accordance with the requirements in the Norwegian Securities Trading Act implementing Regulation (EU) 2017/1129 on prospectuses for securities, has been approved by the Financial Supervisory Authority of Norway and published by the Company.

The following close associate to persons discharging managerial responsibilities (“PDMRs“) have been allocated the following Offer Shares in the Private Placement (a PDMR notification form will be published in a separate stock exchange notice):

  • Hemen has been allocated 43,109,000 Offer Shares (equal to its pro-rata share on a fully diluted basis).
  • Mikhael Botbol, a member of the Board, has been allocated 800,000 Offer Shares.
  • Jan Erik Klepsland, a member of the Board, has been allocated 40,000 Offer Shares.
  • Saturnia Invest AS, a company closely associated with Board member Sven Børre Larsen, has been allocated 50,000 Offer Shares.
  • Olav Sirevåg, a member of the Company’s management, has been allocated 150,000 Offer Shares.
  • Marvisto AS, a company closely associated with Vidar Skjelbred, a member of the Company’s management, has been allocated 100,000 Offer Shares.
  • Jonas Ytreland, a member of the Company’s management, has been allocated 150,000 Offer Shares.

Subsequent offering and equal treatment considerations

Completion of the Private Placement represents a deviation from the shareholders’ pre-emptive right to subscribe for the Offer Shares. The Board has considered the Private Placement in light of the equal treatment obligations under applicable regulations, including, the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange’s Guidelines on the rule of equal treatment, and the Board is of the opinion that the waiver of the preferential rights inherent in the Private Placement, taking into consideration the time, costs and risk of alternative methods of securing the desired funding, is in the common interest of the shareholders of the Company. By structuring the Private Placement as a private placement, , the Company was able to raise capital in an efficient manner, with a significantly lower completion risks compared to a rights issue and without the underwriting commissions normally associated with such rights offerings.

To mitigate the dilution of existing shareholders not participating in the Private Placement, the Board has resolved to undertake a subsequent offering of up to 12,000,000 new shares (the “Subsequent Offering“) 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.

The Subsequent Offering is subject to (i) the Board resolving to issue shares in the Subsequent Offering, (ii) the publication of an offering prospectus pertaining to the Subsequent Offering and (iii) 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 at or below the subscription price (i.e. the Offer Price) in the Subsequent Offering at volumes equal to or above the number of shares in the Subsequent Offering.

Further information regarding the Subsequent Offering will be announced in separate stock exchange notices.

Legal advisors:

Advokatfirmaet Schjødt AS is acting as legal counsel to the Company.

***

This information is subject to a duty of disclosure pursuant to the Company’s continuing obligations as a company listed on Oslo Børs. This information was issued as inside information pursuant to the EU Market Abuse Regulation, and was published by Jonas Ytreland, Chief Financial Officer, at Northern Ocean Ltd. on the date and time provided.

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 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:

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.