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

Reference is made to the announcement by Jacktel AS (the "Company") on 16 March 2026 regarding the launch of a private placement (the "Private Placement") of new ordinary shares in the Company (the "Offer Shares") at a subscription price of NOK 4.00 per share, to raise gross proceeds of the NOK equivalent of approximately EUR 2.5 million, and a subsequent listing of the Company's ordinary shares on Euronext Growth Oslo. 

The Company is pleased to announce that the Private Placement has been successfully placed, through the allocation of in total 7,300,000 Offer Shares at the subscription price of NOK 4.00 per Offer Share, raising gross proceeds of NOK 29,200,000. The Private Placement attracted substantial interest from more than 200 new investors and ended up being multiple times covered. 2,135,250 of the total number of Offer Shares have been allocated to investors in the tranche of the Private Placement dedicated to retail investors (the "Retail Tranche"). 

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. 

Settlement 

Notification of allocation is expected to be sent to the investors by the Manager (as defined below) 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. 

Investors 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.

Listing on Euronext Growth Oslo 

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.

The ordinary shares in the Company are currently registered on Euronext NOTC but the Company will be deregistered from Euronext NOTC upon completion of the Listing.

Conditions for completion

Completion of the Private Placement is subject to: (i) the Pre-Payment Agreement being entered into and remaining in full force and effect, (ii) 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 (iii) 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 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. 

Share capital 

The Offer Shares allocated in the Private Placement have been resolved issued by the Company's Board of Directors, in accordance with the board authorization granted by the general meeting of the Company held on 11 June 2025. Following registration of the share capital increase pertaining to the issuance of Offer Shares with the Norwegian Register of Business Enterprises, the Company's share capital will be NOK 258,300,000 divided on (i) 207,531,066 ordinary shares (each with a par value of NOK 1); and (ii) 50,768,934 preference shares (each with a par value of NOK 1). 

The contemplated Private Placement involves that the shareholders' preferential rights to subscribe for and be allocated the Offer Shares are set aside. When resolving the issuance and allocation of shares in the Private Placement, the Board considered this deviation and also the equal treatment obligations under the Norwegian Private Limited Companies Act. The Board is of the opinion that there are sufficient grounds to deviate from the pre-emptive rights and that the Private Placement is in compliance with the equal treatment requirements. By structuring the transaction as a private placement, the Company was able to carry out the equity raise in an efficient manner, with a lower discount to the current trading price and with significantly lower completion risks compared to a rights issue, in order to comply with the listing requirements for Euronext Growth Oslo. The Board is of the view that it is in the common interest of the Company and its shareholders to raise equity through the Private Placement.

Advisors

Pareto Securities AS (the "Manager") 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  

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.

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.