NODL: 2020 Annual General Meeting

Northern Drilling Ltd. (the “Company”) advises that the 2020 Annual General Meeting of the Shareholders of the Company was held on August 31, 2020 at 11:00 a.m. at Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton Bermuda.  The audited consolidated financial statements for the Company for the year ended December 31, 2019 were presented to the Meeting.

In addition, the following resolutions were passed:

  1. To set the maximum number of Directors to be not more than eight.
  2. To resolve that vacancies in the number of Directors be designated as casual vacancies and that the Board of Directors be authorised to fill such vacancies as and when it deems fit.
  3. To re-elect Gary W. Casswell as a Director of the Company.
  4. To re-elect Jon Olav Østhus as a Director of the Company.
  5. To re-elect Keesjan Cordia as a Director of the Company.
  6. To re-appoint PricewaterhouseCoopers of Oslo, Norway, as auditor and to authorize the Directors to determine their remuneration.
  7. To approve remuneration of the Company’s Board of Directors of a total amount of fees not to exceed US$400,000 for the year ended December 31, 2020.

 

Hamilton, Bermuda

August 31, 2020

NODL: Second Quarter 2020 Results

28 August, 2020 – Hamilton, Bermuda

Northern Drilling Limited (OSE: NODL) (together with its subsidiaries, the “Company”), today reports unaudited results for the six months ended 30 June, 2020.

Please find attached the Interim Financial Information report which will also be made available on the Company’s website.

Additional information about the Company can be found at: www.northerndrillingltd.com

NODL Q2 2020

***

Forward Looking Statements

Matters discussed in this release may contain certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates, sometimes identified by the words “believes”, “expects”, “intends”, “plans”, “estimates” and similar expressions. The forward-looking statements contained in this release, including assumptions, opinions and views of the Company or cited from third-party sources, are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. The Company does not provide any assurance that that the assumptions underlying such forward-looking statements are free from errors, nor does the Company accept any responsibility for the future accuracy of the opinions expressed in the presentation or the actual occurrence of the forecasted developments. No obligations are assumed to update any forward-looking statements or to conform to these forward-looking statements to actual results.

NODL: Notice of Annual General Meeting 2020

Northern Drilling Ltd. (the “Company”) advises that its 2020 Annual General Meeting will be held on August 31, 2020. A copy of the Notice of Annual General Meeting and associated information including the Company’s Consolidated Financial Statements for 2019 can be found at the website, www.northerndrillingltd.com, and in the links below.

Hamilton, Bermuda
August 13, 2020

2020 AGM Notice – NODL

NODL 2019 Financial Statements

NODL: 2020 Annual General Meeting

Northern Drilling Ltd. (the “Company”) advises that the 2020 Annual General Meeting of the Company will be held on August 31, 2020. The record date for voting at the Annual General Meeting is set to July 17, 2020. The notice, agenda and associated material will be distributed prior to the meeting.

Hamilton, Bermuda July 9, 2020

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

NODL: First Quarter 2020 Results

29 May, 2020 – Hamilton, Bermuda

Northern Drilling Limited (OSE: NODL) (together with its subsidiaries, the “Company”), today reports unaudited results for the first quarter ended 31 March, 2020.

Please find attached the Interim Financial Information report which will also be made available on the Company’s website.

Additional information about the Company can be found at: www.northerndrillingltd.com

 

NODL Q1 2020

 

***

Forward Looking Statements

Matters discussed in this release may contain certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates, sometimes identified by the words “believes”, “expects”, “intends”, “plans”, “estimates” and similar expressions. The forward-looking statements contained in this release, including assumptions, opinions and views of the Company or cited from third-party sources, are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. The Company does not provide any assurance that that the assumptions underlying such forward-looking statements are free from errors, nor does the Company accept any responsibility for the future accuracy of the opinions expressed in the presentation or the actual occurrence of the forecasted developments. No obligations are assumed to update any forward-looking statements or to conform to these forward-looking statements to actual results.

 

NODL: Annual Report 2019

Northern Drilling Limited (OSE: NODL) (together with its subsidiaries, the “Company”), is pleased to announce that the annual report for the financial year ended 2019 has been approved.

Hamilton, Bermuda
19 March, 2020

Additional information about the Company can be found at: http://www.northerndrillingltd.com

Contact Person:
Scott McReaken
CEO
+1 (832) 509-7191

NODL 2019 Financial Statements

This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.

NODL: NORTHERN DRILLING LTD AND NORTHERN OCEAN LTD – COMPLETION AND SETTLEMENT OF THE EXCHANGE OFFER; NEW SHARE CAPITAL IN NORTHERN DRILLING LTD.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, 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.

Reference is made to previous stock exchange releases by Northern Drilling Ltd. (“NODL”) and Northern Ocean Ltd. (“NOL”) today 26 February 2020 regarding final results of the exchange offer as described therein (the “Exchange Offer”).

The Exchange Offer has now been settled and completed.

All of NODL’s 45,000,100 shares in NOL have been transferred to eligible shareholders participating in the Exchange Offer, after which NODL owns 0 shares in NOL, and all of the 91,422,966 NODL shares accepted for under the Exchange Offer have been cancelled.

The issued and outstanding shares in NODL have therefore been diminished, from existing 107,555,983 shares to 16,133,017 shares, each with a par value of USD 1, resulting in a share capital of USD 16,133,017.

Contacts:

Scott McReaken, CEO in Northern Drilling Ltd.

Tel. +1 832 509 7191

***

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of NODL or NOL. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

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. Neither NODL nor NOL intend to register any part of the offering or their securities 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 in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

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 Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication 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 for 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. 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 release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although NODL and NOL believe 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 without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which NODL or NOL operate, NODL’s and NOL’s ability to attract, retain and motivate qualified personnel, changes in NODL’s and NOL’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Neither NODL nor NOL guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Neither NODL nor NOL undertakes any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the managers for the offering nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any 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 NODL or NOL. Neither the managers for the offering nor any of their respective affiliates accepts any liability arising from the use of this announcement.

 

This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.

 

NODL: NORTHERN DRILLING LTD AND NORTHERN OCEAN LTD – SATISFACTION OF LISTING AND EXCHANGE OFFER CONDITIONS; ADJUSTED NUMBER FOR SHARES TO BE EXCHANGED; DISCLOSURE OF SHAREHOLDING

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, 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.

Reference is made to previous stock exchange releases by Northern Drilling Ltd. (“NODL”) and Northern Ocean Ltd. (“NOL”) today 26 February 2020 regarding final results of the exchange offer as described therein (the “Exchange Offer”). Reference is further made to the announcement made by the Oslo Stock Exchange earlier today, confirming that NOL has satisfied all listing conditions for listing on Oslo Børs and that the NOL shares will become listed on Oslo Børs tomorrow, 27 February 2020.

Further to NOL’s satisfaction of the listing conditions, the conditions for completion of the Exchange Offer have now also been met and settlement of the Exchange Offer is therefore expected to take place after market close today, 26 February 2020.

Due to technical rounding, the number of NODL shares to be exchanged in the Exchange Offer is adjusted to 91,422,966, resulting in that outstanding and issued shares in NODL shall be diminished from existing 107,555,983 shares to 16,133,017 shares, each with a par value of USD 1.

As a result of, and following completion of, the Exchange Offer, the following disclosure is given in respect of Hemen Holding Ltd.’s shareholdings in NODL and NOL, respectively:

  NODL shares accepted for in the Exchange Offer NOL shares received in the Exchange Offer Total NODL shareholding following Exchange Offer* Total NOL shareholding following Exchange Offer**
Hemen Holding Ltd. 36,030,504 17,735,038 6,357,880 shares equalling 39.4%

 

25,225,674 shares

equalling 39.5%

*Based on 16,133,017 outstanding shares in NODL following completion of the Exchange Offer
**Based on 63,802,378 outstanding shares in NOL

Contacts:

Scott McReaken, CEO in Northern Drilling Ltd.

Tel. +1 832 509 7191

***

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of NODL or NOL. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

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. Neither NODL nor NOL intend to register any part of the offering or their securities 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 in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

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 Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication 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 for 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. 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 release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although NODL and NOL believe 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 without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which NODL or NOL operate, NODL’s and NOL’s ability to attract, retain and motivate qualified personnel, changes in NODL’s and NOL’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Neither NODL nor NOL guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Neither NODL nor NOL undertakes any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the managers for the offering nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any 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 NODL or NOL. Neither the managers for the offering nor any of their respective affiliates accepts any liability arising from the use of this announcement.

 

This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.

 

NODL: NORTHERN DRILLING LTD. AND NORTHERN OCEAN LTD. – FINAL RESULTS OF THE EXCHANGE OFFER

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, 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.

Reference is made to previous stock exchange releases by Northern Drilling Ltd. (“NODL”) on 21 February 2020 regarding preliminary results of the exchange offer as described therein (the “Exchange Offer”).

Final counting shows that 91,422,586 NODL shares outstanding were accepted in the Exchange Offer, to be exchanged with 45,000,100 shares in Northern Ocean Ltd. (“NOL”) owned by NODL. Following completion of the Exchange Offer, NODL will hold 0 shares in NOL, and 91,422,586 shares in NODL will be cancelled, following which the amount of the issued and outstanding shares in NODL will be diminished, from existing 107,555,983 shares to 16,133,397 shares, each with a par value of USD 1.

Upon completion of the Exchange Offer, Hemen Holding Ltd. will retain an ownership in NODL of approximately 39.4% and have an ownership in NOL of approximately 39.6%.

As previously informed, completion of the Exchange Offer is subject to satisfying criteria set by Oslo Børs for listing of the shares of NOL on Oslo Børs or alternatively Oslo Axess, as further described in the announcement by NODL on 6 February 2020 and in the prospectus prepared by NOL and dated 6 February 2020. Satisfaction of such listing criteria is expected to be controlled by Oslo Børs later today.

Subject to satisfaction of conditions for completion of the Exchange Offer, the Exchange Offer is expected to be completed after 16:30 CET on 26 February 2020. Following such completion, allocation letters will be sent to shareholders in NODL who have participated in the Exchange Offer and such shareholders may be able to check allocations to them via VPS investor services from on or about 19:00 CET on 26 February 2020.

Following completion of the Exchange Offer, NODL will have an issued and outstanding share capital of USD 16,133,397 consisting of 16,133,397 shares each with a par value of USD 1.

Contacts:

Scott McReaken, CEO in Northern Drilling Ltd.

Tel. +1 832 509 7191

***

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of NODL or NOL. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

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. Neither NODL nor NOL intend to register any part of the offering or their securities 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 in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

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 Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication 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 for 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. 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 release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although NODL and NOL believe 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 without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which NODL or NOL operate, NODL’s and NOL’s ability to attract, retain and motivate qualified personnel, changes in NODL’s and NOL’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Neither NODL nor NOL guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Neither NODL nor NOL undertakes any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the managers for the offering nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any 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 NODL or NOL. Neither the managers for the offering nor any of their respective affiliates accepts any liability arising from the use of this announcement.

 

This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.

 

NODL: NORTHERN DRILLING LTD. AND NORTHERN OCEAN LTD – UPDATE ON EXCHANGE OFFER

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, 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.

Reference is made to previous stock exchange releases by Northern Drilling Ltd. (“NODL”) on 6 February 2020 regarding, inter alia, an exchange offer where eligible shareholders in NODL may accept to exchange certain shares they own in NODL with consideration in the form of shares in Northern Ocean Ltd. (“NOL”) owned by NODL (the “Exchange Offer”). Shares in NODL accepted for in the Exchange Offer will be cancelled at completion of the Exchange Offer. Reference is further made to the stock exchange notices published by NODL on 21 February 2020 regarding that the acceptance period in the Exchange Offer (the “Acceptance Period”) has expired and that eligible shareholders in NODL can no longer accept the Exchange Offer and that the final results of the Exchange Offer will be announced on or about 26 February 2020 once the final count of acceptances under the Exchange Offer has been completed.

The Exchange Offer was directed towards eligible shareholders in NODL that could lawfully participate in the Exchange Offer and that were holders of shares in NODL at the end of the Acceptance Period as they are recorded in NODL’s register of shareholders with the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) (the “VPS”) on 24 February 2020 (T+2 with the Acceptance Period ending on 20 February 2020) (the “Exchange Offer Record Date”). For each 2.0316 NODL shares owned as registered in the VPS on the Exchange Offer Record Date, each Eligible Offeree will be entitled to receive 1 share in NOL (the “Exchange Offer Ratio”), as rounded down to the nearest whole number of NOL share. The eligible shareholders could elect to accept the Exchange Offer for 85% of the shares they are owning in NODL as registered in the VPS on the Exchange Offer Record Date and as per the Exchange Offer Ratio (as rounded), but they could also choose to accept the Exchange Offer for a higher or lower number of shares, as further described in the prospectus dated 6 February 2020 (the “Prospectus”). Reference is made to the Prospectus for the full description of the Exchange Offer.

Upon expiry of the Acceptance Period at 16:30 CET on 20 February 2020, and only based on preliminary counting, indications of approximately up to 85% of the NODL shares outstanding have been accepted in the Exchange Offer, equalling up to in the range of 91 million of the current 107,555,983 NODL shares issued and outstanding in NODL, implying that NODL will following the completion of the Exchange Offer (and the corresponding cancellation of accepted NODL shares) have in the range of 16 million shares issued and outstanding. Subject to the preliminary results indicated above, NODL’s ownership in NOL will decrease from its current approximately 70% ownership in NOL to less than 5% ownership in NOL. Following Hemen Holding Ltd. (“Hemen”)’s previously announced acceptance of the Exchange Offer of the weighted average acceptance rate in the Exchange Offer, it is expected that Hemen’s ownership in NODL will remain at 39.4% following completion of the Exchange Offer.

The final result of the Exchange Offer is expected to be announced on or about 26 February 2020 once the final count of acceptances under the Exchange Offer has been completed. It is emphasised that the preliminary result is preliminary only and subject to further control of acceptances received, including control of acceptances on the Exchange Offer Record Date. The final result may therefore materially deviate.

The acceptance of the Exchange Offer is irrevocable on the accepting shareholder, and may not be withdrawn, in whole or in part, by the accepting shareholder once DNB Markets, a part of DNB Bank ASA as receiving agent (the “Receiving Agent” or “DNB Markets”) has received the Exchange Offer acceptance form.

By delivering a duly executed Exchange Offer acceptance form, shareholders have irrevocably authorised the Receiving Agent to debit such accepting shareholders’ VPS-account, and to transfer the accepted NODL shares to NODL against the transfer of shares in NOL as per the terms of the Exchange Offer. Accepting shareholders cannot sell, transfer or in any way dispose over NODL shares accepted for in the Exchange Offer.

The overview below provides certain indicative key dates for the Exchange Offer, subject to change:

                                                    Date
Expiry of the Application Period: 20 February 2020, at 16:30 CET
Distribution of allocation letters to accepting shareholders: On or about 26 February 2020
Settlement of the Exchange Offer: On or about 26 February 2020
Delivery of Company Shares to investors VPS’ accounts On or about 26 February 2020
Start of trading in Company Shares on Oslo Børs or Oslo Axess: On or about 27 February 2020

 

Please note as previously mentioned that completion of the Exchange Offer is subject to certain terms and conditions, including satisfying criteria set by Oslo Børs for listing of the shares of NOL on Oslo Børs or alternatively Oslo Axess, as further described in the announcement by NODL on 6 February 2020 and in the Prospectus. It is not possible to verify the fulfilment of such conditions until the final count of the Exchange Offer has been made on or about 26 February 2020.

Contacts:

DNB Markets: +47 23 26 81 01

***

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of NODL or NOL. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

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. Neither NODL nor NOL intend to register any part of the offering or their securities 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 in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

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 Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication 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 for 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. 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 release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although NODL and NOL believe 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 without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which NODL or NOL operate, NODL’s and NOL’s ability to attract, retain and motivate qualified personnel, changes in NODL’s and NOL’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Neither NODL nor NOL guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Neither NODL nor NOL undertakes any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the managers for the offering nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any 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 NODL or NOL. Neither the managers for the offering nor any of their respective affiliates accepts any liability arising from the use of this announcement.

This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.