NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

Jacktel AS (the "Company") has engaged Pareto Securities AS (the "Manager") as sole global coordinator and sole bookrunner in connection with a contemplated private placement (the "Private Placement") of new ordinary shares in the Company (the "Offer Shares") to raise gross proceeds of the NOK equivalent of approximately EUR 2.5 million (the "Offer Size"). The price per Offer Share in the Private Placement is NOK 4.00. The final number of Offer Shares to be issued will be determined by the Company's board of directors (the "Board"), in consultation with the Manager, on the basis of a bookbuilding process. 

The purpose of the Private Placement is to comply with relevant listing requirements for Euronext Growth Oslo. The net proceeds from the Private Placement will be used for general corporate purposes. 

The Offer Price represents a pre-money equity value of the Company of approx. NOK 1 billion based on the Company's total outstanding shares and the Offer Price.

The Private Placement is carried out in connection with the contemplated listing of the Company's ordinary shares on Euronext Growth Oslo (the "Listing"), and the first day of trading of the ordinary shares on Euronext Growth Oslo is expected to be on or about 25 March 2026 under the ticker “JACK” subject to, inter alia, approval of the Listing by the Oslo Stock Exchange. The Company's preference shares will not be part of the Listing or the Private Placement.

About the Company

Jacktel AS owns 100% of Haven. Haven has a unique market position within offshore accommodation as the only harsh environment, Norwegian Continental Shelf compliant, jack-up rig. It was built in 2011 and has high quality accommodation capacity for up to 444 persons. Haven is positioned alongside the host installation offering 100% uptime. It has extensive track record from working with blue-chip clients in Norway and Denmark. The commercial and technical manager is Macro Offshore Management.

An updated company presentation for Jacktel AS is available at https:// https://jacktel.no/investor/#reports-and-presentations.  


Dividends

The Board intends to continue with quarterly dividends with the ambition to distribute all excess cash to shareholders. On 25 February 2026 the Company announced a dividend of USD 0.02 per share (payable in NOK). The last day of trading including the right to receive such dividend has been set to 21 April 2026 (with record date on 23 April 2026) which is after the Offer Shares in the Private Placement have been issued and delivered. The investors allocated Offer Shares in the Private Placement will thus be entitled to such dividend provided they are registered as holders of ordinary shares in the Company on the mentioned record date.

The Private Placement

The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000. The Board may, however, at its sole discretion, offer and allocate Offer Shares for an amount below the NOK equivalent of EUR 100,000 to the extent exemptions from prospectus requirements pursuant to Regulation (EU) 2017/1129 and ancillary regulations, as amended and as implemented by the Norwegian Securities Trading Act, are available.

Timeline and application period 

The application period in the Private Placement will commence today, 16 March 2026 at 09:00 CET and close on 16 March 2026 at 16:30 CET (the "Application Period"). The Company may, however, at its sole discretion, shorten or extend the Application Period at any time and for any reason on short notice. If the Application Period is shortened or extended, the other dates referred to herein might be changed accordingly.

Allocation and settlement 

The allocation of Offer Shares will be determined following the application period, and the final allocation will be made at the sole discretion of the Board, in consultation with the Manager. The Board will focus on criteria such as (but not limited to), indications from the pre-sounding phase in the Private Placement (volume and price leadership), current ownership in the Company, timeliness of application, relative subscription size, sector knowledge, perceived investor quality and investment horizon. Notification of allocation is expected to be sent to the applicants by the Manager on or about 17 March 2026.

The Offer Shares allocated in the Private Placement are expected to be settled on a delivery versus payment (DVP) basis on or about 25 March 2026, subject to the Conditions (as defined below) having been fulfilled. The DVP settlement structure will be facilitated by a pre-payment arrangement (the “Pre-Payment Arrangement”) between the Company and the Manager

Lock-up

Arkwright London Ltd. (a close associate of the chair of the Board, Harald Thorstein) holding approx. 7.5% of the total shares outstanding in the Company, has accepted a 6-month lock-up on its shares in the Company connection with the Private Placement.

Conditions for completion

Completion of the Private Placement is subject to: (i) All corporate resolutions of the Company required to implement the Private Placement being validly made by the Company, including, without limitation, the resolution by the Board to increase the share capital of the Company and issue the Offer Shares pursuant to an authorisation granted by the Company’s general meeting held on 11 June 2025, (ii) the Pre-Payment Agreement being entered into and remaining in full force and effect, (iii) the share capital increase pertaining to the issuance of the allocated Offer Shares being validly registered with the Norwegian Register of Business Enterprises and the allocated Offer Shares being validly issued and registered in the Norwegian Central Securities Depository (Euronext Securities Oslo), and (iv) the Oslo Stock Exchange approving the application for Listing and the satisfaction of any conditions for Listing set by the Oslo Stock Exchange (collectively, the "Conditions").
 
The Company reserves the right to cancel the Private Placement prior to the notification of allocation. The Private Placement will be cancelled if the Conditions are not fulfilled. Neither the Company nor the Manager will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason. 

Retail Tranche 

The Company will, as part of the total Offer Size in the Private Placement, carve out a tranche dedicated to retail investors (the “Retail Tranche”). The size of the Retail Tranche will be up to the NOK equivalent of EUR 999,999. The Retail Tranche will be conducted in accordance with available prospectus exemptions in applicable regulations in relevant jurisdictions. The Retail Tranche will have a minimum subscription and allocation of NOK 5,500 and a maximum subscription of NOK 1,100,000. The Retail Tranche will be automatically allocated on a pro-rata basis based on the demand from each applicant in the Retail Tranche. The Board reserves the right to set a maximum allocation per applicant in the Retail Tranche. Applicants being allocated Offer Shares in the Retail Tranche will (i) be notified of their allocation on or about 17 March 2026, (ii) be asked to have sufficient funding on their respective bank accounts on or about 23 March 2026, (iii) have their respective bank accounts automatically debited on or about 24 March 2026, and (iv) have their Offer Shares delivered to their respective VPS accounts on or about 25 March 2026. The Retail Tranche will not be completed if the Private Placement is not completed. 
More information about the Retail Tranche may be found on the Manager's website: www.paretosec.com/transactions
The contemplated Private Placement involves that the shareholders' preferential rights to subscribe for and be allocated the Offer Shares are set aside. The Board has considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Private Limited Companies Act. The Board is of the view that it is in the common interest of the Company and its shareholders to raise equity through a private placement. 

Advisors

Pareto Securities AS is acting as sole global coordinator and sole bookrunner in connection with the Private Placement, and as Euronext Growth Advisor in connection with the Listing. 
Advokatfirmaet Schjødt AS is acting as legal advisor to the Company in connection with the Private Placement and Listing.

Contacts

 * Harald Thorstein, Chair of the Board, +44 7557 284548, ht@arkwright.uk  

Important notices

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. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. 

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 or their securities 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 expression "Prospectus Regulation" means Regulation 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 investment 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. 

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. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 provide any guarantees that the assumptions underlying the 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 the 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. 

Neither the Manager nor any of its 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 in the Company. Neither the Manager nor any of its respective affiliates accepts any liability arising from the use of this announcement.