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.
Northern Ocean Ltd. ("the "Company") is pleased to announce a contract award for
Deepsea Bollsta from Shell Upstream Namibia B.V., a subsidiary of Shell Plc.,
for work in a benign environment market. The contract is expected to commence in
the middle of the 4th Quarter 2022 and has an estimated firm duration of twelve
months plus one six-month option. The contract adds approximately USD 124
million of firm revenue backlog to the Company (excluding the option). The rig's
operations manager, Odfjell Drilling Ltd, has begun reactivation activities and
mobilization preparation to meet the contract expectations safely and
To fund the reactivation costs, working capital and other general corporate
purposes, the Company has retained 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 as Joint Lead Bookrunners (the
"Managers") to advise on and effect a private placement (the "Private
Placement") of new shares, with the intention to raise gross proceeds of approx.
USD 40 million. The subscription price for the new shares will be determined by
the Company's Board of Directors (the "Board") based on an accelerated book
Hemen Holding Ltd, the Company's largest shareholder with approx. 39% has to the
Managers firmly expressed its intention of subscribing for shares in the Private
Placement to maintain its shareholdings.
The Private Placement will be directed towards Norwegian and international
investors, subject to applicable exemptions from relevant registration, filing
and prospectus requirements, and subject to other applicable selling
restrictions. The minimum application and allocation amount has been set to the
NOK equivalent of EUR 100,000. The Company may however, at its sole discretion,
allocate amounts below EUR 100,000 to the extent exemptions from the prospectus
requirements in accordance with applicable regulations, including the Norwegian
Securities Trading Act and the prospectus regulation 2017/119 and ancillary
regulations, are available.
The application period for the Private Placement commences today, on 25 August
2022 at 16:30 CEST, and is expected to close no later than 26 August 2022 at
08:00 CEST. The Company, after consultation with the Managers, reserves the
right to at any time and in its sole discretion close or extend the application
period. If the application period is shortened or extended, other dates referred
to herein may be changed correspondingly.
Allocation of the shares in the Private Placement will be determined after the
expiry of the application period, and the final allocation will be made by the
Board at its sole discretion, following advice from the Managers. DVP settlement
will be facilitated by existing and unencumbered shares in the Company being
borrowed by Fearnley Securities AS from Hemen Holding Ltd. pursuant to a share
lending agreement between such parties and the Company, meaning that shares so
settled will be tradable from allocation. The Managers will settle the share
loan with new shares which will be redelivered to the lender on a separate ISIN
and transferred to the Company's ordinary ISIN and listed following approval of
the listing prospectus.
Completion of the Private Placement is subject to the corporate resolutions of
the Company required to implement the Private Placement, including a resolution
of the Board to proceed with the Private Placement following the expiry of the
application period and to increase the share capital of the Company.
The Company has considered the Private Placement in light of the equal treatment
obligations under applicable regulations and is of the opinion that the waiver
of the preferential rights inherent in a private placement, taking into
consideration the time, costs and risk of alternative methods of the securing
the desired funding, is in the common interest of the shareholders of the
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation. This stock exchange announcement was published by Jonas
Ytreland, CFO of Northern Ocean Management AS, on 25 August 2022 at 16.30 CET.
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 Managers 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 Managers are 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.