2020 Bulkers Ltd. (2020) – Announcement of a letter of intent to acquire up to 15x large AHTS vessels and intended financing of up to approximately USD 485 million

2020 Bulkers Ltd. ("2020 Bulkers" or the "Company") today announces a letter of intent with the shareholders of AHTS AS regarding the acquisition of all outstanding shares in AHTS AS. AHTS AS commenced operations in 2026 and currently owns 7x large Anchor Handling Tug Supply (“AHTS”) vessels and has entered into agreements to purchase additional 3x large AHTS vessels.

Further, as part of the transaction, the key shareholders of UMAS 42 AS, UMAS 49 AS, Anchor Launcher AS, Anchor Challenger AS and Anchor Australia AS (the “Project Companies”, and together with AHTS AS, the “Target Companies”) intend to sell their shares in the Project Companies to AHTS AS. Each of the Project Companies owns an AHTS vessel or a contract for the purchase of an AHTS vessel.

Following this announcement, AHTS AS will also make an offer to the shareholders in the Project Companies for the purchase of their shares, aiming to purchase all shares in the Project Companies on equal terms as the AHTS AS shares.

The aggregated purchase price for the purchase of the shares in the Target Companies (the “Acquisitions”), assuming 100% of the shares in the Project Companies being acquired, is approximately USD 406 million on a debt-free cash-free basis, with the shares in the Target Companies intended to be settled by consideration shares issued in 2020 Bulkers, as further described below.

Following completion of the Acquisitions and delivery of agreed vessel purchases by the Target Companies, 2020 Bulkers will own up to 15x large AHTS vessels.

Background, rationale and key highlights

Following the sale of its Newcastlemax fleet in April 2026, 2020 Bulkers has explored various strategic opportunities for the Company to create value to its shareholders. Through the Acquisitions, one of the industry’s largest AHTS platforms with focus on the large segment is created with an ambition to consolidate the market further. The Company believes that the market is attractive with an ageing fleet leaving supply structurally constrained and only one large AHTS vessel has been delivered since 2018. There is limited available capacity, and an effectively fully utilised fleet has resulted in recent rate increases. The Company expects demand to further improve driven by the return of exploration drilling and the development of new basins. In the Company’s opinion, asset values are lagging the rate development, and the AHTS segment is priced at approximately 40% discount to estimated new-build parity with no orderbook.

The Company considers the AHTS fleet of the Target Companies to offer attractive economics. Based on leading edge market day rates, the Target Companies’ operating cost structure and contemplated financing, the Company could, under certain circumstances, generate an estimated implied run rate free cash flow to enterprise value yield of approximately 20%. The financial profile is considered to be attractive and creates the basis for an ambition for significant shareholder distributions. In the Company’s view, this is also supported by a solid capital structure with a leverage ratio of approximately 30% assuming the Equity Issue referred to below.

The Company will be backed by a sponsor group of key shareholders consisting of Uthalden AS, MH Capital AS and Songa Capital AS (the “Sponsors”) that are experienced industrial investors with a strong track record of building and managing global shipping and offshore companies.

2020 Bulkers has a history of strong shareholder value creation. Since 2021, the Company paid dividend every month and after selling its fleet of six Newcastlemax vessels in April 2026 it returned USD 316 million to shareholders in a one-time special dividend. The intention is for the Company to pay out the majority of its free cash flow after debt service on a quarterly basis.

AHTS AS will under 2020 Bulkers’ ownership establish an organisation to operate and grow the business through further consolidation. AHTS AS has entered into a contract with Tom Babinski that will be the CEO of AHTS AS which comes with long industry experience from Aurora Offshore Management, Framar & Sevnor, Viking Supply Ships and Westshore Shipbrokers. A new Board of Directors representing the shareholders after completion of the Acquisitions and a change of the name of the Company to AHTS will be proposed subject to completion of the Acquisitions.

Intended financing

The Acquisitions, refinancing of certain vessels in the Target Companies and additional capital for operations and further consolidation is planned to be financed with a total of approximately USD 485 million and this is intended to be sourced with:

• (i) approximately USD 200 million in equity-in-kind, subject to customary net debt and working capital adjustments at closing, through issuance of new ordinary shares in 2020 Bulkers (“Consideration Shares”) as consideration to the owners of the Target Companies, assuming 100% of the shares in the Project Companies being acquired;
• (ii) new debt financing of up to USD 160 million (including a USD 40 million RCF/SPS facility which will be undrawn at completion of the Acquisitions); and
• (iii) approximately USD 125 million in new equity to be raised through a contemplated private placement.

The issue price for the Consideration Shares will be determined in connection with the final agreements for the Acquisitions, and be based on the net asset value of 2020 Bulkers (the remaining cash position of approximately USD 5 million adjusted for certain liabilities and receivables) plus USD 1 million. The offer price in the contemplated private placement is expected to be the same price and will be announced in connection with a potential launch of a private placement.

The Company is in advanced discussions with banks for the bank facilities of up to USD 160 million at attractive terms.

Based on the current indicative estimate for the customary adjustment for net debt and working capital at closing, the estimated purchase price for the Consideration Shares and assuming the purchase of all the shares in the Project Companies, the Sponsors, Uthalden AS, MH Capital AS and Songa Capital AS, are expected to contribute approximately USD 158 million through equity-in-kind for its shares in the Target Companies and are expected to own, respectively, approximately 24%, 12% and 11% of the outstanding shares in 2020 Bulkers, following completion of the transactions contemplated hereby. MH Capital AS is owned by the Chairman of the Board of Directors of the Company, Magnus Halvorsen and his family. The Sponsors are expected to enter into lock-up agreements for 6 months following completion of the Acquisitions.

Further transaction details

Completion of the Acquisitions is subject to inter alia (i) the execution of binding agreements with the owners of the Target Companies regarding the Acquisitions, (ii) completion of the Equity Issue, (iii) committed debt financing, (iv) resolution by the special general meeting of 2020 Bulkers to (a) reduce the par value of each common share in issue from USD 1 to USD 0.01 and to credit the amount of the reduction to the contributed surplus account of the Company and (b) increase the authorized share capital to USD 50,000,000 and (v) resolution by the Board of Directors of 2020 Bulkers to issue the Consideration Shares.

As mentioned above, at completion of the Acquisitions, customary net debt and working capital adjustments will be made to the purchase price for the Target Companies and the Consideration Shares, impacting the final number of Consideration Shares to be issued. The Project Companies have certain minority shareholders that will be offered to participate in the Acquisitions as referred to above at the same key terms. In the event such minority shareholders do not accept such offer, they will remain as minority shareholders in the Project Companies.

The Company has an ambition to remain listed on Euronext Oslo Børs following the contemplated transactions. Such continued listing is subject to Euronext’s approval and the Company expects to initiate a process with Euronext in this respect.

With a continued listing on Euronext Oslo Børs or another regulated market, the Consideration Shares and the shares subscribed for in the Equity Issue are expected to be issued on a separate ISIN pending approval of a listing prospectus. The approval of such prospectus is expected by the end of November 2026 / early December 2026. The Company intends for the said new shares to be tradeable on N-OTC upon delivery and until the prospectus is approved.

The Board of Directors of the Company will as part of such prospectus consider a subsequent offering for eligible shareholders in 2020 Bulkers not allocated shares in the Equity Issue.

The Company will present at Pareto Securities' 33rd Annual Energy Conference today, September 16, 2026. An updated Company presentation can be found on the Company’s website (www.2020bulkers.com).

Further announcements related to the Acquisitions and the Equity Issue will be made in due course and there can be no guarantee that final agreements related to the Acquisitions will be entered into.

Advisers

Arctic Securities AS, Clarksons Securities AS, DNB Carnegie, a part of DNB Bank ASA, Fearnley Securities AS and Pareto Securities AS have been engaged as Joint Bookrunners for the Equity Issue. Ro Sommernes Advokatfirma AS is acting as legal advisor to 2020 Bulkers and Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal advisor to the shareholders of AHTS AS.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock exchange notice was published by Vidar Hasund, Chief Financial Officer, on the date and time as set out in the release.

About AHTS AS and the other Target Companies

AHTS AS commenced operations in 2026 and currently owns 7x large AHTS vessels and has agreed delivery of additional 3x large AHTS vessels, and is owned by MH Capital AS (31.7%), Songa Capital AS (31.7%), Uthalden AS (31.7%) and Drew Holding Ltd (4.7%). The other Target Companies own 3x large AHTS vessels and have agreed delivery of additional 2x large AHTS vessels, and are owned by MH Capital AS, Songa Capital AS, Uthalden AS and other minority shareholders.

About 2020 Bulkers Ltd.

2020 Bulkers Ltd. is a limited liability company incorporated in Bermuda on September 26, 2017. The Company's shares are traded on Oslo Børs under the ticker "2020".

Forward-looking statements:

This announcement includes forward-looking statements, including regarding the Acquisitions, transaction mechanics, break-even rates, expected debt and equity financing arrangements, listing, earnings and profit expectations, expectations regarding dividends and other statements relating to matters announced herein, and other non-historical statements. These forward-looking statements are subject to risks, uncertainties, and assumptions, including risks relating to the completion of the Acquisitions, the listing arrangements, the equity transactions, earnings and profits and other risks. Forward-looking statements reflect knowledge and information available at, and speak only as of, the date they are made. Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, after the date hereof or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on such forward-looking statements.