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2025-02-27 Bokslutskommuniké 2024
2024-11-20 Kvartalsrapport 2024-Q3
2024-09-30 Kvartalsrapport 2024-Q2
2024-06-11 Ordinarie utdelning GEOS 0.00 NOK
2024-06-10 Årsstämma 2024
2024-05-30 Kvartalsrapport 2024-Q1
2024-02-27 Bokslutskommuniké 2023
2023-11-24 Extra Bolagsstämma 2023
2023-11-20 Kvartalsrapport 2023-Q3
2023-09-29 Kvartalsrapport 2023-Q2
2023-06-16 Årsstämma 2023
2023-06-12 Ordinarie utdelning GEOS 0.00 NOK
2023-05-19 Kvartalsrapport 2023-Q1
2023-02-20 Bokslutskommuniké 2022
2022-11-24 Kvartalsrapport 2022-Q3
2022-09-30 Kvartalsrapport 2022-Q2
2022-08-11 Extra Bolagsstämma 2022
2022-06-13 Ordinarie utdelning GEOS 0.00 NOK
2022-06-10 Årsstämma 2022
2022-05-30 Bokslutskommuniké 2021
2021-09-30 Kvartalsrapport 2021-Q2
2021-06-11 Ordinarie utdelning GEOS 0.00 NOK
2021-06-10 Årsstämma 2021
2021-05-29 Bokslutskommuniké 2020
2020-08-17 Extra Bolagsstämma 2020
2020-07-08 Årsstämma 2020
2019-06-12 Årsstämma 2019

Beskrivning

LandNorge
ListaEuronext Growth Oslo
SektorTjänster
IndustriShipping & Offshore
Golden Energy Offshore Services är ett norskt bolag som bedriver offshore verksamhet inom den globala olje- och gasindustrin. Bolagets flotta består av ett flertal olika fartyg anpassade för diverse ändamål. Olika tjänster som tillhandahålls inkluderar underhåll och undervattensarbete, rörtransport, projektledning, samt ROV-stöd. Utöver bistås med administration ramavtal, samt råd som berör operativa och tekniska frågor. Bolagets huvudkontor ligger i Ålesund, Norge.
2023-09-27 16:30:08
Ålesund 27.09.2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY
OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.

Ålesund, 27 September 2023: Reference is made to the announcement of 4 August
2023 in which Golden Energy Offshore Services AS (the "Company") announced the
acquisition of 5 vessels from subsidiaries of Vroon Holding B.V. (the "Fleet
Acquisition") and the Company's financing update on 11 September 2023.The
Company has engaged Arctic Securities AS, Fearnley Securities AS and Pareto
Securities AS as Joint Bookrunners (the "Managers") in connection with a
contemplated private placement (the "Private Placement") of new shares (the
"Offer Shares") to be issued by the Company for gross proceeds of the NOK
equivalent of up to approximately USD 33.3 million. The subscription price per
Offer Share is fixed at NOK 1.00 (the "Offer Price").

The net proceeds from the Private Placement will be used, in combination with
the previously announced sale and leaseback facility from Fleetscape (the "SLB
Facility"), to finance the Fleet Acquisition and for general corporate purposes.

Oaktree Capital Management, ("OCM"), the Company's largest shareholder with
49.99% ownership, will subscribe for the NOK equivalent of USD 12.8 million, of
which the NOK equivalent of USD 3.3 million shall be paid by conversion of the
bridge loan facility already provided by OCM to the Company group. In addition,
following meetings with domestic and international investors, firm indications
of interest have been received for an aggregate amount covering the size of the
Private Placement ahead of launch.

As announced on 27 September 2023, the Company has entered into a memorandum of
agreement with an undisclosed buyer for the sale of the SSV VOS Sugar, one of
the vessels acquired through the Fleet Acquisition, at an agreed sales price of
EUR 15 million and subject to certain conditions. If completed, the sale would
reduce the drawdown amount on the SLB Facility to USD 92.2 million, in sum
representing a meaningful deleveraging of the Company. The prospective
divestment is in line with the Company's strategy of focusing on high-end,
modern and versatile PSVs, ultimately adding a modern and homogenous fleet of 4x
PSVs to its fleet.

The application period for the Private Placement commences today at 16:30 (CEST)
and is expected to close on 28 September 2023 at 08:00 (CEST). The Company may,
however, at its sole discretion and in consultation with the Managers, extend or
shorten the application period at any time and for any reason. If the
application period is shortened or extended, any other dates referred to herein
may be amended accordingly.

The Private Placement is directed towards certain Norwegian investors and
international institutional investors, subject to applicable exemptions from
relevant registration, filing and offering prospectus requirements, and subject
to other applicable selling restrictions.

The minimum application and allocation size in the Private Placement is the NOK
amount equivalent to EUR 100,000 per investor, provided that the Company may, at
its sole discretion, allocate an amount below EUR 100,000 to the extent
exemptions from the prospectus requirements pursuant to applicable regulations,
including the Norwegian Securities Trading Act and ancillary regulations, are
available.

Allocation of the Offer Shares will be made at the sole discretion of the Board
of Directors in consultation with the Managers, following the expiry of the book
building process. Allocation will be based on criteria such as (but not limited
to), existing shareholding in the Company, timeliness of the application,
relative order size, sector knowledge, investment history, perceived investor
quality, investment horizon, undertakings by the Company in any cornerstone
agreements and towards pre-committing shareholders.

The completion of the Private Placement is subject to (i) all necessary
corporate resolutions being validly made by the Company, including the Board of
Directors resolving to complete the Private Placement and conditionally allocate
the Offer Shares, (ii) the approval of issuance of the Offer Shares by the
extraordinary general meeting of the Company expected to be held on or about 12
October 2023 (the "EGM"), (iii) full payment of the Private Placement and (iv)
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 VPS (the "Conditions").

Existing shareholders being allocated shares in the Private Placement undertake
to vote for all of its existing shares in the Company in favor of, or give a
voting proxy to be used in favor of, the approval of the issuance of the Offer
Shares in the Private Placement and the potential Subsequent Offering (as
defined below) at the EGM.
The Private Placement is expected to be settled on a delivery-versus payment
(DVP) basis shortly after the EGM, facilitated by a pre-funding agreement
between the Company and the Managers.

The Company reserves the right, at any time and for any reason, to cancel or
modify the terms of the Private Placement. Neither the Company nor the Managers
will be liable for any losses incurred by applicants if the Private Placement is
cancelled, irrespective of the reason for such cancellation.

The Company's Board has considered the structure of the contemplated Private
Placement in light of the rules on equal treatment under Euronext Growth Oslo
Rule Book II for companies listed on Euronext Growth Oslo and the Oslo Stock
Exchange's Guidelines on the rule of equal treatment and is of the opinion that
the proposed Private Placement is in compliance with these requirements.

A share issue in the form of private placements is required to secure the
financing of the Fleet Acquisition in a certain and expedient manner and to
allow for participation from new investors. The Fleet Acquisition is deemed
beneficial to the interest of the Company and its shareholders and would not be
obtainable by structures with longer lead time for the financing such as a
rights' offering. Because of the transaction structure, the shareholders'
pre-emptive rights will be deviated from. The Board of Directors has considered
the Private Placement considering the equal treatment obligations under relevant
acts and regulations and is of the opinion that the proposed Private Placement
is in compliance with these requirements. Following careful considerations, the
Board of Directors is of the view that it will be in the common interest of the
Company and its shareholders to raise equity through a Private Placement setting
aside the pre-emptive rights of the existing shareholders to subscribe for Offer
Shares.

Subject to completion of the Private Placement and certain other conditions,
the Company will consider to carry out a subsequent offering (the "Subsequent
Offering") of new shares at the Offer Price in the Private Placement which,
subject to applicable securities law, will be directed towards existing
shareholders in the Company as of 27 September 2023 (as registered in the VPS
two trading days thereafter), who (i) were not allocated Offer Shares in the
Private Placement, and (ii) are not resident in a jurisdiction where such
offering would be unlawful or, would (in jurisdictions other than Norway)
require any prospectus, filing, registration or similar action. Launch of a
Subsequent Offering will require approval by the EGM of the Company and approval
and publication of a prospectus to be prepared by the Company. The Company
reserves the right in its sole discretion to not conduct or to cancel any
Subsequent Offering. The Company will issue a separate stock exchange notice
with further details on the Subsequent Offering if and when finally resolved.

This information is considered to include inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act. This stock exchange
announcement was published by Per Ivar Fagervoll, CEO, on 27 September 2023, at
16:30 (CEST).

For further information, please contact:
Per Ivar Fagervoll
pif@geoff.no
Mobile: + 47 974 28 884
***

IMPORTANT INFORMATION

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 US 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 and "major U.S. institutional investors" as defined in Rule 15a-6 under the
United States Exchange Act of 1934.

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
document.

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 Managers nor any of their 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
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.