Northern Ocean Ltd ("NOL" or the "Company", and together with its subsidiaries,
the "Group") is pleased to announce it has reached a set of agreements which
puts the Group on a strong financial and operational footing. The Company is
making changes to its operation manager and management team, which combined with
improved liquidity of USD 90 million put it in a solid position ahead of the
expected recovery in the North Sea offshore drilling market.
Key elements of the agreements:
o NOL has agreed to enter into contracts with Odfjell Drilling ("ODL") for the
provision of marketing and management services for the Group's rig fleet,
however commercial chartering decisions shall remain with the Company.
o Firm bank commitments for amending and extending the Group's bank debt. The
final debt maturity is extended by 36 months from closing, and the amortization
of USD 40m due in 2022 is deferred and added to the balloon. This is subject to
certain conditions which include, amendments to the revolving credit facility
provided by Sterna Finance Ltd. ("Sterna") and the Company raising equity.
o NOL has entered into a conditional subscription agreement with Hemen Holding
Limited ("Hemen") and funds managed and/or advised by Hayfin Capital Management
LLP and its affiliates ("Hayfin", and together with Hemen, the "Subscribers")
pursuant to which they have agreed to subscribe for 40 million new shares (the
"New Shares") in the Company at a subscription price of USD 0.50 per share
raising gross proceeds of USD 20 million (the "Private Placement"). The Private
Placement is expected to be carried out in Q1 2022.
o Subject to certain conditions, and in order to fulfil requirements under the
bank commitments, the Company may raise additional equity proceeds in 2022 for
general corporate purposes, which could include reactivation costs related to
preparing West Mira for drilling operations.
o Firm commitment from Sterna to extend final maturity of the junior secured
revolving credit facility by 39 months and provide the Company with improved
liquidity of USD 30 million through i) increasing the existing drawn amount by
USD 15 million to USD 85 million, and ii) provide the Company with the option to
elect USD 15 million of future cash interest payments to be paid as payment in
kind instead. Sterna shall have the ability at their discretion to convert USD
15 million of the loan amount into NOL shares at a strike price of USD 0.50 per
o With reference to the 26 November 2021 disclosures, all conditions of the
Seadrill settlement have been met and the agreement is fully effective. Bareboat
lease payments on the West Bollsta have been and continue to be received.
"Today's announcement positions us well for the coming market recovery. We see
Odfjell Drilling as the best-in-class harsh environment contractor and are
satisfied to have reached this agreement with them. After a long downturn in the
drilling market, we are encouraged about the signs of upcycle that are
unfolding, particularly in our home markets in the North Sea", said Scott
McReaken, CEO of NOL and adds: "Our focus now is first and foremost on a safe,
successful transfer of rig management to Odfjell Drilling and securing new work
for both our rigs. Odfjell Drilling's strong contracting and operational track
record provides a high degree of confidence and improves the outlook for the
The Private Placement
Hemen has committed to subscribe for, and will be allocated, 16 million New
Shares in the Private Placement, while Hayfin has committed to subscribe for 24
million New Shares. It is expected that a repair offering of up to 8 million
shares will be satisfied from the shares that have been conditionally subscribed
for by Hayfin as further outlined below. The New Shares will be issued based on
the authorization granted to the Company's Board. NOL has engaged Fearnley
Securities as Manager for the Private Placement and as Arranger for the
follow-up offering. The Company intends to use the net proceeds from the Private
Placement for working capital and general corporate purposes.
The Company intends to commence a repair offering of up to 8 million shares
towards existing shareholders as recorded in the VPS at the date of completion
of the Private Placement and who did not participate in the Private Placement.
The repair offering is subject to applicable restrictions in the relevant
jurisdictions of said shareholders and to the approval of an offering
prospectus. The repair offering shares will be offered at USD 0.50 per share and
is expected to be satisfied from the shares that have been conditionally
subscribed for by Hayfin.
Rig management and marketing agreement
NOL's 6th gen. semisubmersible drilling rig West Mira is currently warm stacked
at Hanøytangen outside Bergen, Norway and ODL will commence rig management and
marketing of the rig immediately. NOL's 6th gen. semisubmersible drilling rig
West Bollsta is contracted to Lundin, Norway through the first quarter of 2022.
The current manager for the rig, Seadrill, will complete operations as per the
current drilling contract and then transfer rig management to ODL in direct
continuation of its activities. Preparations for a seamless transfer of rig
management is already underway being led by NOL management. Marketing of both
rigs will commence immediately by Odfjell Drilling.
Changes to Management
The company is pleased to announce the appointment of Jonas Ytreland as CFO and
Olav Sirevåg as CAO.
Mr Ytreland has 20 years' financial experience within the Shipping, Offshore and
Oil industries. Before joining NOL, he worked 10 years with Seadrill Management
Ltd. He started his career as Treasurer for Frontline Management AS, before
joining Sparebank1 SR-Bank, as a senior business advisor. Mr Ytreland holds a
degree in financial analysis from BI Norwegian Business School.
Mr Sirevåg has 16 years of experience from the offshore drilling sector. Prior
to joining NOL in 2019, he held various management positions within Seadrill,
specifically Head of Financial Risk and Compliance and Head of Finance Asia
Pacific. Prior to Seadrill he was with Transocean holding roles within
accounting and projects. Mr Sirevåg holds a Master in Business from the
Norwegian School of Economics (NHH).
Fearnley Securities is acting as financial advisor, while Advokatfirmaet Schjødt
is acting as legal advisor to NOL.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation. This stock exchange announcement was published by Olav
Sirevåg, CAO at Northern Ocean Limited.
Additional information about the Company can be found at: www.northernocean.no
Forward Looking Statements
Matters discussed in this release may contain certain forward-looking statements
relating to the business, financial performance and results of the Company
and/or the industry in which it operates, sometimes identified by the words
"believes", "expects", "intends", "plans", "estimates" and similar expressions.
The forward-looking statements contained in this release, including assumptions,
opinions and views of the Company or cited from third-party sources, are solely
opinions and forecasts which are subject to risks, uncertainties and other
factors that may cause actual events to differ materially from any anticipated
development. The Company does not provide any assurance that that the
assumptions underlying such forward-looking statements are free from errors, nor
does the Company accept any responsibility for the future accuracy of the
opinions expressed in the presentation or the actual occurrence of the
forecasted developments. No obligations are assumed to update any
forward-looking statements or to conform to these forward-looking statements to