25 August 2022 - Hamilton, Bermuda
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY
OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange release by Northern Ocean Ltd. (the
"Company") on 25 August 2022 regarding the intention to carry out a private
placement (the "Private Placement") of new shares in the Company.
The Company is pleased to announce that the Private Placement has been
successfully placed, and that it has allocated subscriptions for 30,793,651
offer shares (the "Offer Shares") at a subscription price per share of NOK 12.60
(the "Offer Price"), raising approx. USD 40 million in gross proceeds. The
Private Placement attracted strong interest from existing and new Norwegian and
international high-quality investors and was substantially oversubscribed.
Completion of the Private Placement and the issuance of the new shares were
resolved by the Company's Board of Directors (the "Board") and conditional upon
the Offer Shares having been fully paid and legally issued. Following issuance
of the Offer Shares, the Company will have an issued share capital of USD
67,298,015 divided into 134,596,029 common shares, each with a nominal value of
Notification of allocation, including settlement instructions are expected to be
distributed by the Managers on or about 26 August 2022, with settlement on or
about 30 August 2022.
In order to facilitate timely delivery of already listed shares, delivery of
Offer Shares allocated in the Private Placement will be made by delivery of
existing shares in the Company borrowed by the Managers from Hemen Holding Ltd.
("Hemen") pursuant to a share lending agreement between such parties and the
Company. The shares delivered to investors in the Private Placement will thus be
tradable on Oslo Børs immediately upon allocation. The Managers will settle the
share loan from Hemen with the new shares issued in connection with the Private
Placement. The new shares will be registered under a separate ISIN pending
approval of a listing prospectus and will not be listed or tradable on Oslo Børs
until this prospectus has been approved.
The Board, together with the Company's management and the Managers, has
considered various transaction alternatives to secure new financing. Based on an
overall assessment, considering inter alia the need for funding, execution risk
and possible alternatives, the Board has on the basis of careful considerations
decided that the Private Placement is the alternative that best protects the
Company's and the shareholders' joint interests. Thus, the waiver of the
preferential rights inherent in a share capital increase through issuance of new
shares is considered necessary.
Fearnley Securities AS, Danske Bank A/S, Norwegian branch, DNB Markets, a part
of DNB Bank ASA, Skandinaviska Enskilda Banken AB (publ) and SpareBank 1 Markets
AS acted as Joint Lead Bookrunners in the Private Placement.
This stock exchange announcement was published by Olav Sirevåg, CAO of Northern
Ocean Management AS, on 25 August 2022 at 23.00 CET.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to Section 5-12 the Norwegian Securities Trading Act. Important information: The
release is not for publication or distribution, in whole or in part directly or
indirectly, in or into Australia, Canada, Japan or the United States (including
its territories and possessions, any state of the United States and the District
of Columbia). This release is an announcement issued pursuant to legal
information obligations, and is subject of the disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act. It is issued for
information purposes only, and does not constitute or form part of any offer or
solicitation to purchase or subscribe for securities, in the United States or in
any other jurisdiction. The securities mentioned herein have not been, and will
not be, registered under the United States Securities Act of 1933, as amended
(the "US Securities Act"). The securities may not be offered or sold in the
United States except pursuant to an exemption from the registration requirements
of the US Securities Act. The Company does not intend to register any portion of
the offering of the securities in the United States or to conduct a public
offering of the securities in the United States. Copies of this announcement are
not being made and may not be distributed or sent into Australia, Canada, Japan
or the United States.
The issue, subscription or purchase of shares in the Company is subject to
specific legal or regulatory restrictions in certain jurisdictions. Neither the
Company nor the Manager assume any responsibility in the event there is a
violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by
law. Persons into whose possession this release comes should inform themselves
about and observe any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
The Manager is acting for the Company and no one else in connection with the
Private Placement and will not be responsible to anyone other than the Company
providing the protections afforded to their respective clients or for providing
advice in relation to the Private Placement and/or any other matter referred to
in this release.
Forward-looking statements: This release and any materials distributed in
connection with this release may contain certain forward-looking statements. By
their nature, forward-looking statements involve risk and uncertainty because
they reflect the Company's current expectations and assumptions as to future
events and circumstances that may not prove accurate. A number of material
factors could cause actual results and developments to differ materially from
those expressed or implied by these forward-looking statements.