NODL: FOURTH QUARTER 2020 RESULTS

Northern Drilling Limited (OSE: NODL) (together with its subsidiaries, the “Company”), today reports unaudited results for the fourth quarter ended 31 December, 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 Q4 2020

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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: Third quarter 2020 Results

Northern Drilling Limited (OSE: NODL) (together with its subsidiaries, the “Company”), today reports unaudited results for the third quarter ended 30 September, 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 – Q3 2020 Results

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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: 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

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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

 

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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

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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

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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.