NOL: Successfully completed private placement
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.
6 October 2026: Reference is made to the stock exchange release from Northern Ocean Ltd. (the "Company") published on 2 October 2026 regarding, inter alia, a contemplated private placement of new shares in the Company to raise gross proceeds of the NOK equivalent of approx. USD 71.5 million (the "Private Placement").
The Company is pleased to announce that it has completed a private placement of approx. USD 71.7 million equal to approx. NOK 686 million in gross proceeds (the "Private Placement"). A total of 105,547,756 new shares (the "Offer Shares") have been allocated in the Private Placement at the offer price per Offer Share of NOK 6.50 (the "Offer Price").
Pareto Securities AS is acting as global coordinator and bookrunner in the Private Placement (the "Manager").
The net proceeds from the Private Placement will be used to repay any drawn amount under the Bridge Facility (as defined below), pay the PIK Interest (as defined below), fund the Company's liquidity requirements until the expected commencement of operations for the Deepsea Mira in April 2027, and for general corporate purposes.
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"), a company affiliated with Hemen Holding Limited ("Hemen") 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 (the "Bridge Facility"), and (iii) a USD 15 million factoring facility available against approved client invoices. Approx. USD 11.7 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 board of directors of the Company (the "Board") has today resolved to issue the Offer Shares. Following the issuance of Offer Shares in the Private Placement, the Company will have 408,763,148 shares in issue, each with a par value of USD 0.50.
Allocation to investors will be communicated on 7 October 2026 before 09:00 CEST (T), and the Private Placement is expected to be settled by the Manager on a delivery-versus-payment ("DVP") basis on or about 9 October 2026 (T + 2), subject to the Share Lending Agreement (as defined below) remaining in full force and effect.
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.
Hemen (the largest shareholder in the Company with approx. 83% of the issued share capital and votes) been allocated 79,309,488 Offer Shares in the Private Placement. Sterna, a company affiliated with Hemen, has been allocated 17,261,910 Offer Shares, to be payable in the form of conversion of a claim for PIK interest under the current financing from Sterna in the same amount.
Subsequent offering and equal treatment considerations
Completion of 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 Private Placement, taking into consideration the time, costs and risk of alternative methods of 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 was able to raise capital in an efficient manner, with a significantly lower completion risks compared to a rights issue and without the underwriting commissions normally associated with such rights offerings.
To mitigate the dilution of existing shareholders not participating in the Private Placement, the Board has resolved to resolve to carry out a subsequent repair offering of up to 10,116,249 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. own less than approx. 0.1575% 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.
The subscription price in the Subsequent Offering will be equal to the Offer Price.
The Subsequent Offering is subject to (i) the Board resolving to issue shares in the Subsequent Offering, (ii) the publication of an offering prospectus pertaining to the Subsequent Offering and (iii) the prevailing market price of the Company's shares following the Private Placement. The Board may decide that the Subsequent Offering will not be carried out in the event that the Company's shares trade at or below the subscription price (i.e. the Offer Price) in the Subsequent Offering at volumes equal to or above the number of shares in the Subsequent Offering.
Further information regarding the Subsequent Offering will be announced in separate stock exchange notices.
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 the EU Market Abuse Regulation, and was published by Jonas Ytreland, Chief Financial Officer, at Northern Ocean Ltd. on the date and time provided.
For more information, 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:
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.