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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.
2023-09-28 00:22:10
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, 28 September 2023: Reference is made to the stock exchange announcement
by Golden Energy Offshore Services AS (the "Company") on 27 September 2023
regarding a contemplated private placement (the "Private Placement") of new
shares in the Company.

The Company is pleased to announce that the Private Placement has been
successfully completed, raising gross proceeds of NOK 359 million (approximately
USD 33.3 million) through the allocation of 359,073,900 shares (the "Offer
Shares") at a subscription price of NOK 1.00 per Offer Share (the "Offer
Price").

The transaction saw high investor demand and was substantially oversubscribed.
Investor demand came from a wide range of investor categories and geographies,
showing broad fundamental interest in the sector and support for the Company and
its strategy.

Arctic Securities AS, Fearnley Securities AS and Pareto Securities AS acted as
Joint Bookrunners (together the "Managers") in connection with the Private
Placement.

The net proceeds from the Private Placement will be used, in combination with
the previously announced sale and leaseback facility from Fleetscape, to finance
the acquisition of 5 vessels from subsidiaries of Vroon Holding B.V. and for
general corporate purposes.

Oaktree Capital Management, the Company's largest shareholder with 49.99%
ownership, subscribed for and was allocated 138,022,400 Offer Shares in the
Private Placement, of which 35,583,900 Offer Shares shall be paid by conversion
of the bridge loan facility already provided by OCM to the Company group.

The completion of the Private Placement is still subject to (i) 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"), (ii) 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.

Notices of conditional allocation of the Offer Shares are expected to be
distributed to the investors on 28 September 2023. 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 allocated Offer Shares will not be delivered to, nor will they be
tradable by, the relevant applicant before the registration in the Norwegian
Register of Business Enterprises of the share capital increase pertaining to the
Offer Shares has taken place.

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.
Reference is made to the Company's previous announcement of 27 September 2023 in
this regard.

Subject to completion of the Private Placement and certain other conditions, the
Company's Board has resolved an intention to carry out a subsequent offering
(the "Subsequent Offering") of up to 70,000,000 new shares 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 (the "Eligible Shareholders"). The
Eligible Shareholders will be granted non-tradable subscription rights. The
subscription price per new share in the Subsequent Offering would equal the
Offer Price.

The Subsequent Offering is subject to, among other things, (i) completion of the
Private Placement, (ii) relevant corporate resolutions including approval by the
EGM, (iii) prevailing market price of the Company's shares being higher than the
Offer Price, and (iv) registration and publication of a national prospectus
pursuant to section 7-9 of the Norwegian Securities Trading Act. The Company
reserves the right in its sole discretion to not conduct or cancel the
Subsequent Offering.

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 28 September 2023, at
00:22 (CEST).

For further information, please contact:

Per Ivar Fagervoll
pif@geoff.no
Mobile: + 47 974 28 884


***
This announcement is not and does not form a part of any offer for sale of any
securities, and is not for release, publication or distribution, directly or
indirectly, in the United States, or any other jurisdiction in which such
distribution would be unlawful or would require registration or other measures.
Securities may not be sold in the United States absent registration with the
United States Securities and Exchange Commission or an exemption from
registration under the U.S. Securities Act of 1933, as amended. The Company does
not intend to register its securities in the United States.

The distribution of this announcement into jurisdictions other than Norway may
be restricted by law. Persons into whose possession this announcement 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 jurisdiction. This announcement has not been approved by any
regulatory authority.