Ocean Sun AS – Private Placement successfully completed
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Oslo, Norway, 2 December 2025: Reference is made to the stock exchange announcement published earlier today, 2 December 2025 by Ocean Sun AS ("Ocean Sun" or the "Company") regarding a contemplated private placement (the "Private Placement") of new shares in the Company (the "Offer Shares”).
The Private Placement has been successfully completed, raising gross proceeds to the Company of NOK 9,897,240 million, through the allocation of 4,948,620 Offer Shares, each at a subscription price of NOK 2.00 per Offer Share (the "Subscription Price").
The net proceeds from the Private Placement to the Company will be applied towards the Company’s working capital requirements, including operations, business development, and expansion.
Norda ASA, a closely associated company to Kristin Skau Åbyholm (board member) has been allocated 4,498,620 Offer Shares for a total subscription amount of NOK 8,997,240. Please see the attached form of notification and public disclosure for further information.
The payment date for the Private Placement is expected to be on or about 5 December 2025. The Offer Shares will be delivered to investors after registration of the share capital increase relating to the Private Placement in the Norwegian Register of Business Enterprises. Delivery of the Offer Shares in the Euronext Securities Oslo (VPS) and listing of the Offer Shares on Euronext Growth Oslo is expected to take place shortly after registration of the share capital increase.
Notification of allocation of the Offer Shares and payment instructions are expected to be issued to the applicants on or about 3 December 2025 through a notification to be issued by Fearnley Securities AS (the "Manager").
The board of directors (the "Board") has resolved the share capital increase in relation to Private Placement and following registration of the share capital increase with the Norwegian Register of Business Enterprises (the "NRBE"), the Company will have a share capital of NOK 499,348.20 divided into 49,934,820 shares, each with a nominal value of NOK 0.01.
Equal treatment of shareholders and subsequent offering
The Private Placement represents a deviation from the shareholders' pre-emptive right to subscribe for the Offer Shares. The Board has carefully considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Private Limited Liability Companies Act, and the Board is of the opinion that it is in compliance with these principles. The Board is of the view that it was in the common interest of the Company and its shareholders to raise equity through a private placement, in particular because the Private Placement enabled the Company to secure equity financing to accommodate the Company's working capital requirements, and the Company has through the Private Placement been able to raise capital at a premium. The Offer Price represents a premium of approximately 78% to the market price of the Company's shares at close of trading on Euronext Growth Oslo on 2 December 2025. Further, a private placement reduced the execution and completion risk, as it enabled the Company to raise equity efficiently and in a timely manner and at a lower cost and with significantly reduced completion risk compared to a rights issue.
The Board has resolved not to launch a subsequent repair offering (the "Subsequent Offering") based on the fact that the largest shareholders, representing a significant portion of the Company's shareholders, have been contacted as part of the Private Placement, and that the Private Placement is completed at a premium to the current trading price.
Advisors
Fearnley Securities AS is acting as manager and bookrunner in the Private Placement. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in the Private Placement.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. The stock exchange announcement was published by Karl Lawenius (CFO), at the time and date stated above in this announcement.
Important information
This announcement is not and does not form a part of any offer of securities for sale, or a solicitation of an offer to purchase, any securities of the Company in the United States or any other jurisdiction. 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.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "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 Private Placement 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 herein will be made solely to "qualified institutional buyers" (QIBs) as defined in Rule 144A under the Securities Act, pursuant to an exemption from the registration requirements under the Securities Act, as well as to major U.S. institutional investors pursuant to an exemption under SEC Rule 15a-6 to the United States Exchange Act of 1934, as amended.
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 EU Prospectus Regulation, i.e., only to investors who can receive any offering of securities referred to in this announcement without an approved prospectus in such EEA member state. "EU Prospectus Regulation" means Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures in any EEA member state).
In the United Kingdom, this communication is only addressed to and is only directed at qualified investors who 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) person falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and 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 to 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 concerning future events, including possible issuance of equity securities of the Company. 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 communication 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, but not limited to, changes in investment levels and need for the group's services, changes in the general economic, political, and market conditions in the markets in which the group operate, and changes in laws and regulations. Such risks, uncertainties, contingencies, and other important factors include the possibility that the Company will determine not to, or be unable to, issue any equity securities, and could cause actual events to differ materially from the expectations expressed or implied in this communication by such forward-looking statements. The Company does not make any guarantees that the assumptions underlying the forward-looking statements in this communication are free from errors.
The information, opinions and forward-looking statements contained in this communication speak only as at its date and are subject to change without notice. Each of the Company, the Manager, and their respective affiliates expressly disclaims any obligation or undertaking to update, review, or revise any statement contained in this communication whether as a result of new information, future developments or otherwise, unless required by laws or regulations.
The Manager is acting exclusively for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.
Neither the Manager nor any of their respective affiliates make any representation as to the accuracy or completeness of this announcement and none of them accepts any liability arising from the use of this announcement or 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 of the Company.
Certain figures contained in this announcement have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Specifically, neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.