2020 Bulkers Ltd. (2020) – Board Resolution to Approve the Issuance of Consideration Shares and Private Placement Shares
Oslo, Norway, 30 September 2026
Reference is made to the stock exchange announcements published by 2020 Bulkers Ltd. (the "Company") in connection with:
- the Company's acquisition of AHTS AS (the "AHTS Acquisition"),
- the USD 175 million private placement (the “Private Placement”), and
- the acquisition by AHTS of all or a substantial portion of the shares in five separate project companies (the “Project Companies”) owning (or having entered into a purchase agreement for) an AHTS vessel (the “Project Company Acquisitions”).
Reference is further made to the announced agreement to issue consideration shares in the Company to the sellers of AHTS AS and the Project Companies upon completion of the AHTS Acquisition and the Project Company Acquisitions.
Following the approval by the Company’s Special General Meeting on 29 September 2026 to reduce the par value of the Company’s shares and increase the authorised share capital of the Company, the Board of Directors of the Company has today resolved to approve the issuance of the following 1,151,797,885 shares (the “New Shares”):
- 327,798,485 consideration shares in relation to the AHTS Acquisition (the “AHTS Consideration Shares”),
- 585,284,280 shares in the Private Placement (the “Private Placement Shares”), and
- 238,715,120 consideration shares in relation to four of the Project Company Acquisitions (the “Project Company Consideration Shares”), i.e. not including consideration shares for the acquisition of Anchor Australia AS which transaction is subject to delivery of the relevant AHTS vessel before closing of the sale of the shares to AHTS AS is completed. More information on this transaction is set out below.
- The resolution to issue the AHTS Consideration Shares is conditional upon the AHTS Acquisition being completed and certain other administrative and customary conditions.
The resolution to issue the Private Placement Shares is conditional upon the AHTS Consideration Shares being issued and certain other administrative and customary conditions.
In relation to each Project Company Acquisition, the resolution to issue the relevant Project Company Consideration Shares is conditional upon (i) the issuance of the AHTS Consideration Shares and the Private Placement Shares, (ii) the relevant Project Company Acquisition being completed, and (iii) certain customary administrative conditions.
The resolutions referred to above are passed in anticipation of, and based on, the completion of the AHTS Acquisition and the Private Placement on 1 October 2026.
In relation to the AHTS Acquisition, a certain amount of the purchase price for the shares in AHTS AS will be withheld by the Company pending delivery of three yet undelivered AHTS vessels to AHTS AS. Subject to delivery of each vessel, the relevant portion of the purchase price pertaining to each delivered vessel shall become payable by the Company to the sellers of AHTS AS, and an aggregate of 40,176,612 additional consideration shares shall then be issued to the sellers of AHTS AS (the “Deferred Consideration Shares”).
In connection with the delivery of these vessels to AHTS, the Board of Directors of the Company will pass additional resolutions to approve the issuance of the Deferred Consideration Shares. This is expected to occur during Q4 2026. The Company will make further announcements in this respect.
Further, as referred to above, the Project Company “Anchor Australia AS” is not expected to be purchased by AHTS AS on 1 October 2026. Hence, an estimated number of 55,721,310 consideration shares will be issued to the sellers of this company in connection with completion of this transaction at a later stage, expected to occur during October 2026. This estimated number of consideration shares is based on a preliminary balance sheet of the Company, and will be confirmed based on a closing balance sheet at a reference date shortly prior to completion of the sale of Anchor Australia AS. The Board of Directors of the Company will conditionally resolve to issue such further consideration shares once the date of such completion is known.
If and when the New Shares (including the Deferred Consideration Shares) are issued, they will be designated with a separate, temporary ISIN, BMG9156K1190. As a result, these shares will not be fungible with, and will not be tradable on Euronext Oslo Børs together with, the Company's existing common shares registered under ISIN BMG9156K1018, until a listing prospectus has been approved by the Norwegian Financial Supervisory Authority and published by the Company (the "Prospectus"). Following approval and publication of the Prospectus, the New Shares will be converted into, and become fungible and tradable together with, the Company's existing common shares under ISIN BMG9156K1018.
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 Euronext Oslo Børs under the ticker "2020".