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.