Northern Ocean Ltd.: Contemplated private placement and refinancing
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN, HONG KONG, SOUTH AFRICA, AUSTRALIA, NEW ZEALAND, THE UNITED STATES, 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.
2 October 2026: Northern Ocean Ltd. ("NOL" or the "Company") has engaged Pareto Securities AS as global coordinator and bookrunner (the "Manager") to advise on and effect a contemplated private placement of new shares (the "Offer Shares") in the Company (the "Private Placement") to raise gross proceeds of the NOK equivalent of approx. USD 71.5 million (the "Offer Size").
The subscription price in the Private Placement will be at a fixed price of NOK 6.50 per Offer Share (the "Offer Price").
Refinancing of the Company
The Private Placement forms part of a comprehensive refinancing of the Company. In connection with the refinancing, the Company has agreed with Sterna Finance Ltd. ("Sterna") to amend and extend the Company's existing financing. The total commitments under the amended financing will increase from USD 125 million to USD 150 million, and the existing term will be extended by 24 months (the "Sterna Facility").
The Sterna Facility will comprise (i) a USD 100 million term loan, (ii) a USD 35 million bridge facility, with any drawn amount to be repaid upon completion of the Private Placement, and (iii) a USD 15 million factoring facility available against approved client invoices. Approx. USD 11.5 million of Payment in Kind (“PIK”) interest accrued under the current financing from Sterna (the “PIK Interest”) will be paid upon completion of the Private Placement. The refinancing of the Company is done at market terms.
The Private Placement is expected to result in the issuance of approximately 104 million new shares in aggregate, corresponding to approximately 34% of the 303,215,392 shares currently outstanding in the Company. The final number of new shares will depend on the applicable USD/NOK exchange rate and the final amount of PIK Interest set off against Sterna's allocation.
Based on the Company's current assumptions, the refinancing is expected to provide sufficient liquidity until the Deepsea Mira is expected to commence operations in April 2027.
Use of proceeds from the Private Placement
The net proceeds from the Private Placement will be used to repay any drawn amount under the USD 35 million bridge facility, pay the PIK Interest, fund the Company's liquidity requirements until the expected commencement of operations for the Deepsea Mira in April 2027, and for general corporate purposes.
Pre-commitments
The entire Offer Size in the Private Placement has been covered by certain pre-commitments at the Offer Price. Hemen Holding Limited (“Hemen”) has pre-committed to subscribe for approx. USD 60 million in the Private Placement at the Offer Price. In case of strong demand from other existing shareholders in the Company, Hemen may be scaled back towards its pro-rata share of the Private Placement. Sterna has pre-committed to subscribe for, and will be allocated, approx. USD 11.5 million in the Private Placement at the Offer Price. Sterna will settle its allocation in the Private Placement by way of set-off against the PIK Interest.
Application period
The application period in the Private Placement will commence 5 October 2026 at 09:00 CEST and is expected to close on 6 October 2026 at 16:30 CEST (the "Application Period"). The Company may, however, in consultation with the Manager, at any time resolve to shorten or extend the Application Period on short or without notice. If the Application Period is shortened or extended, any other dates referred to herein may be amended accordingly.
Allocation
Allocation of Offer Shares will be determined at the end of the Application Period by the Board, at its sole discretion (in consultation with the Manager). The Board will focus on allocation criteria such as (but not limited to) pre-commitments, existing ownership in the Company, timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon. The Board may, at its sole discretion, reject and/or reduce any applications. There is no guarantee that any applicant will be allocated Offer Shares.
Notification of allocation is expected to be issued to the applicants on or around 7 October 2026 through a notification to be issued by the Manager.
Settlement
The Offer Shares are expected to be settled on a delivery versus payment basis ("DVP") on T+2 basis (where T = the notification of allocation date), expected on or about 9 October 2026, subject to the Conditions having been met, as further set out below. The Offer Shares will be tradable on Oslo Børs from notification of allocation. The settlement of Offer Shares will remain final and binding and cannot be revoked, cancelled or terminated by the respective applicants.
The delivery vs. payment (DVP) settlement structure is expected to be facilitated through the delivery of existing and unencumbered shares in the Company, already admitted to trading on Oslo Børs, pursuant to a share lending agreement (the “Share Lending Agreement”) between the Company, the Manager and Hemen. The Offer Shares will thus become tradable on Oslo Børs directly after the notification of allocation. The Manager will settle the Share Lending Agreement with new shares in the Company to be issued in connection with the Private Placement. A portion of the new shares received by Hemen in the Private Placement, either through redelivery of borrowed shares or delivery of allocated Offer Shares, will be issued on a separate ISIN and will not be tradable on Oslo Børs until a listing prospectus (the “Prospectus”) has been approved by the Financial Supervisory Authority of Norway and published by the Company.
Conditions for completion
Completion of the Private Placement (for investors allocated Offer Shares) is subject to (i) All corporate resolutions of the Company required to implement the Private Placement being validly made by the Company, including without limitation, the resolution by the Company’s board of directors (the “Board”) to consummate the Private Placement and issue the Offer Shares, and (ii) the Share Lending Agreement remaining in full force and effect (jointly the “Conditions”). The Company reserves the right to cancel the Private Placement at any time and for any reason prior to the notification of allocation. The applicants also acknowledge that the Private Placement will be cancelled if the Conditions are not fulfilled. Neither the Company nor the Manager will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
Selling restrictions
The Private Placement is directed towards existing shareholders of the Company and Sterna subject to (i) available exemptions from relevant prospectus requirements in accordance with Regulation (EU) 2017/1129 (and in the UK in accordance with the Financial Services and Markets Act 2000 as amended by the Public Offers and Admissions to Trading Regulations 2024), and (ii) available exemptions from relevant registration requirements, (a) outside the US in reliance on Regulation S under the US Securities Act of 1933 (the “US Securities Act”) and (b) in the US to “qualified institutional buyers” (QIBs) as defined in rule 144A under the US Securities Act, as well as to major US institutional investors as defined in Rule 15a-6 under the US Exchange Act as amended.
The Company may, at its sole discretion, offer and allocate amounts below the NOK equivalent of EUR 100,000 in the Private Placement to the extent exemptions from prospectus requirements in accordance with applicable regulations, including the Regulation (EU) 2017/1129 and the (UK) Financial Services and Markets Act 2000 as amended by the Public Offers and Admissions to Trading Regulations 2024.
The Company will grant all its existing shareholders which have a pro-rata share of the Private Placement which is higher than EUR 100,000 (i.e. owns more than approx. 0.16% of the shares outstanding in the Company) an exemption from the minimum order and allocation in the Private Placement.
Further selling restrictions and transaction terms will apply.
Subsequent offering and equal treatment considerations
The Private Placement represents a deviation from the shareholders' pre-emptive right to subscribe for the Offer Shares. The Board has considered the Private Placement in light of the equal treatment obligations under applicable regulations, including the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal treatment, and the Board is of the opinion that the waiver of the preferential rights inherent in the proposed 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 Company. By structuring the Private Placement as a private placement, the Company will be in a position to raise capital in an efficient manner, with a significantly lower completion risks compared to a rights issue and without the underwriting/guarantee commissions normally associated with such rights offerings. In order to limit any dilutive effect of the Private Placement, the Board will, subject to completion of the Private Placement and certain other conditions, resolve to carry out a subsequent repair 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 6 October 2026 (as registered in the VPS two trading days thereafter), who (i) have a pro-rata share of the Private Placement which is lower than EUR 100,000 (i.e. owns less than approx. 0.16% of the shares outstanding in the Company), (ii) were not allocated Offer Shares in the Private Placement, and (iii) 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.
Legal advisors:
Advokatfirmaet Schjødt AS is acting as legal counsel to the Company.
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This information is subject to a duty of disclosure pursuant to the Company's continuing obligations as a company listed on Oslo Børs. This information was issued as inside information pursuant to Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, and was published by Jonas Ytreland, Chief Financial Officer, at Northern Ocean Ltd. on the date and time provided.
For inquiries, please contact:
Jonas Ytreland, CFO Email: jonas.ytreland@northernoceanltd.com Phone: +47 99 46 55 50
About Northern Ocean:
Northern Ocean owns the Deepsea Mira, a modern, high-end semisubmersible drilling rig with ultra deepwater capabilities, which is flexible to work in all offshore basins in the world. Northern Ocean Ltd is an international drilling contractor with the purpose of owning high specification offshore drilling units designed for harsh environments. The company’s modern, high-end semisubmersible drilling rig is among the latest delivered from yards, the most sophisticated in the world and provide safe, efficient operations while working to incorporate green energy technologies.
Important notice:
The release is not for publication, distribution or release, in whole or in part directly or indirectly, in or into Australia, Canada, Japan, the United States (including its territories and possessions, any state of the United States and the District of Columbia), Hong Kong, South Africa, New Zealand, or any other jurisdiction in which such release, publication or distribution would be unlawful. 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, the United States, Hong Kong, South Africa, New Zealand, or any other jurisdiction in which such distribution would be unlawful.
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 jurisdiction.
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.