NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, HONG KONG, SOUTH AFRICA, AUSTRALIA, NEW ZEALAND, JAPAN, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Bermuda, 7 October 2024. Reference is made to the stock exchange notice published by Northern Ocean Ltd. (“NOL” or the “Company”) on 19 and 20 June 2024 regarding the successful private placement of 90,538,285 new shares in the Company (the “Private Placement”), and that the Company intends to carry out a subsequent offering (the “Subsequent Offering”), directed towards existing shareholders not participating in the Private Placement, of up to 12,000,000 new shares at a price per share of NOK 7.00, equal to the price per share in the Private Placement (the “Subscription Price”).
Following the announcement of the completion of the Private Placement, 12,070,233 of the Company’s shares (i.e. more than the size of the Subsequent Offering) have traded at or below the Subscription Price (the volume-weighted average price per share for this volume has been NOK 6.6639) on the Oslo Stock Exchange. Accordingly, any existing shareholder wishing to neutralize the dilutive effect of the Private Placement has had sufficient opportunity (i.e. enough volume traded since 20 June 2024) to purchase shares in the market at prices at or below the Subscription Price. Additionally, the closing price per share on the last trading day (4 October 2024) on the Oslo Stock Exchange (i.e. the current market price per share) was NOK 6.71 (i.e. below the Subscription Price).
In light of this, the Company has today decided not to proceed with the Subsequent Offering.
For more information, please contact:
Arne Jacobsen, Chief Executive Officer: +47 992 26 222
Jonas Ytreland, Chief Financial Officer, +47 994 65 550
About Northern Ocean Ltd. Northern Ocean Ltd. is an international drilling contractor with the purpose of owning high specification offshore drilling units designed for harsh environments. The drilling units are among the most sophisticated in the world and provide safe, efficient operations while incorporating leading green energy technologies. Northern Ocean Ltd. has invested in power generation solutions that lower fuel consumption to reduce NOx & CO2 emissions and making the units more environmentally friendly. Northern Ocean Ltd. was listed on Oslo Stock Exchange in June 2018, under the ticker “NOL”. Read more on https://www.northernocean.no/
Important notice:
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any 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 applicable 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 sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The “Prospectus Regulation” means Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures) in any 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 investments activity to which this communication relates is available only for 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 issue, subscription or purchase of shares or other financial instruments 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.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. Any forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Such assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying any forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on any forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
This announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation as implemented in any Member State.