THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN CANADA, JAPAN, HONG KONG, SOUTH AFRICA, 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.
Oslo, 10 July 2024: Reference is made to the announcement by Northern Ocean Ltd.
("Northern Ocean" or the "Company") on 20 June 2024 regarding Hemen Holding
Limited ("Hemen") crossing the 40% threshold of the Norwegian Securities Trading
Act section 6-6 and thereby being obliged to make a bid for the remaining shares
in Northern Ocean (the "Offer").
Today, Hemen announces the issue of an offer document (the "Offer Document") and
the start of the acceptance period for the Offer.
The Offer Document has been approved by Oslo Stock Exchange in its capacity as
take-over supervisory authority. The complete terms and conditions of the Offer,
including the procedures for how to accept the Offer, are set out in the Offer
Document, which will be made available at www.paretosec.com/transactions,
subject to regulatory restrictions in certain jurisdictions.
Key terms of the Offer:
o Offer price: NOK 7.00 per share
o Offer period: From and including 11 July 2024 to 8 August 2024 at 16:30 CEST
(the "Offer Period")
o Settlement date: No later than 14 calendar days after the expiry of the Offer
Period
o Receiving agent: Pareto Securities AS
As of the date hereof, Hemen holds 144,373,315 shares in Northern Ocean,
representing 47.61% of the shares and votes in Northern Ocean.
The Offer Document will be sent to all shareholders in Northern Ocean as
registered in Northern Company's shareholder register in the VPS as of the date
of the Offer Document, except to jurisdictions where the Offer Document may not
be lawfully distributed. The Offer Document may also be obtained free of charge
during ordinary business hours at the offices of the Receiving agent, Pareto
Securities AS, at Dronning Mauds gate 3, 0250 Oslo, Norway.
For further information, please contact:
Pareto Securities AS
Tel: +47 22 87 87 50
Important notice:
The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions.
When published, the Offer Document and related acceptance forms will not and may
not be distributed, forwarded or transmitted into or within any jurisdiction
where prohibited by applicable law, including, without limitation, Canada,
Japan, Hong Kong, South Africa, New Zealand, and The United States. The Offeror
does not assume any responsibility in the event there is a violation by any
person of such restrictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions. This announcement is not a tender offer
document and, as such, does not constitute an offer or the solicitation of an
offer to acquire shares in the Company. Investors may accept the Offer only on
the basis of the information provided in the Offer Document. Offers will not be
made directly or indirectly in any jurisdiction where either an offer or
participation therein is prohibited by applicable law or where any tender offer
document or registration or other requirements would apply in addition to those
undertaken in Norway.