NOL: Launch of mandatory offer by Hemen Holding Limited
2026-08-11 19:53:58
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN CANADA, JAPAN, AUSTRALIA, HONG KONG, SOUTH AFRICA AND NEW
ZEALAND, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 11 August 2026: Reference is made to the announcement published by
Northern Ocean Ltd. (the "NOL" or the "Company") on 9 July 2026 regarding Hemen
Holding Limited ("Hemen" or the "Offeror") crossing the 50% threshold of the
Norwegian Securities Trading Act section 6-6 and thereby being obliged to make a
bid for the remaining shares in NOL (the "Offer").
The offer document for the Offer (the "Offer Document") was approved by the
Norwegian Financial Supervisory Authority (Nw.: Finanstilsynet) in its capacity
as takeover supervisory authority today, on 11 August 2026.
The offer price in the Offer is NOK 7.50 per Share (the "Offer Price"). The
acceptance period for the Offer will commence at 09:00 hours (CEST) on 12 August
2026 and will expire at 16:30 hours (CEST) on 9 September 2026 (the "Offer
Period"). The terms and conditions of the Offer, including procedures for
accepting the Offer, are set out in the Offer Document. The Offer may only be
accepted on the basis of the Offer Document and will not be made in any
jurisdiction in which the making of the Offer would not be in compliance with
the laws of that jurisdiction.
SB1 Markets AS has been appointed by the Norwegian Financial Supervisory
Authority in its capacity as takeover supervisory authority to provide an
independent expert statement in accordance with Section 6-16 (4) of the
Norwegian Securities Trading Act.
The Offer Document will be sent to all shareholders in NOL as registered in
NOL's shareholder register in the VPS as of the date of the Offer Document,
except to jurisdictions where the offer document may not be lawfully
distributed. Subject to applicable regulatory restrictions, the Offer Document
shall also be made available digitally at www.paretosec.com/transactions and may
also be obtained free of charge during ordinary business hours at the offices of
the receiving agent, Pareto Securities AS, Dronning Mauds gate 3, 0250 Oslo,
Norway.
For information on the procedure for accepting the Offer, please refer to the
Offer Document. Questions regarding the acceptance procedure may be directed to
Pareto Securities AS at telephone +47 22 87 87 50 or by e-mail to
acceptance@paretosec.com.
Important notice:
The mandatory offer and the distribution of this announcement and other
information in connection with the mandatory offer may be restricted by law in
certain jurisdictions. When published, the Offer Document and related acceptance
forms will not and may not be distributed, forwarded or transmitted into or
within any jurisdiction where prohibited by applicable law, including, without
limitation, Canada, Japan, Australia, Hong Kong, South Africa, and New Zealand.
The Offeror does not assume any responsibility in the event there is a violation
by any person of such restrictions. Persons into whose possession this
announcement or such other information should come are required to inform
themselves about and to observe any such restrictions. This announcement is not
a tender offer document and, as such, does not constitute an offer or the
solicitation of an offer to acquire shares in the Company. Investors may accept
the mandatory offer only on the basis of the information provided in the Offer
Document. Offers will not be made directly or indirectly in any jurisdiction
where either an offer or participation therein is prohibited by applicable law
or where any tender offer document or registration or other requirements would
apply in addition to those undertaken in Norway.
t or registration or other requirements would\
apply in addition to those undertaken in Norway.\