NODL – 2023 AGM Results Notification

Northern Drilling Ltd. (the “Company”) advises that the 2023 Annual General Meeting of the Shareholders of the Company was held on May 8, 2023 at 15:30 hrs at Hamilton Princess and Beach Club, 76 Pitts Bay Road, Hamilton HMCX, Bermuda. The audited consolidated financial statements for the Company for the year ended December 31, 2022 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-elect Marius Hermansen as a Director of the Company.
  7. To re-appoint PricewaterhouseCoopers of Oslo, Norway, as auditor and to authorize the Directors to determine their remuneration.
  8. 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, 2023.

 

May 8, 2023

The Board of Directors
Northern Drilling Ltd.
Hamilton, Bermuda

NODL: 2023 Annual General Meeting

Northern Drilling Ltd. (the “Company”) advises that the 2023 Annual General Meeting of the Company will be held on May 8, 2023. The record date for voting at the Annual General Meeting is set to April 11, 2023. The notice, agenda and associated material will be distributed prior to the meeting.

Hamilton, Bermuda

March 29, 2023

 

 

NODL: NEW SHARE CAPITAL REGISTERED

Reference is made to the stock exchange announcement by Northern Drilling Ltd. (“NODL“) on 1 February 2023 regarding the results of a private placement of 3,214,806 new shares (the “New Shares“) in NODL, raising gross proceeds of approx. USD 10 million.

The New Shares have now been registered in the Company’s Register of Members as duly issued. Following the registration of the new share capital, NODL now have an issued share capital of USD 19,347,823 divided into 19,347,823 ordinary shares, each with a nominal value of USD 1.00.

Contacts: Jonas Ytreland, CFO, +47 994 65 550

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

Disclosure regulation

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

NODL: PRIVATE PLACEMENT SUCCESSFULLY COMPLETED

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

1 February 2023: Reference is made to the stock exchange release by Northern Drilling Ltd. (the “Company”) on 1 February 2023 regarding the intention to carry out a private placement (the “Private Placement”) of new shares in the Company.

The Company is pleased to announce that the Private Placement has been successfully placed, and that it has allocated 3,214,806 new shares (the “New Shares”) at a subscription price per New Share of NOK 31.00 (the “Subscription Price”), raising approx. USD 10 million in gross proceeds.

The net proceeds from the Private Placement will be used to cover litigation costs for the ongoing arbitration proceedings relating to claims arising from the termination of resale shipbuilding contracts for the drillships West Aquila and West Libra, and for general corporate purposes.

Notification of allocation and settlement instructions for the Private Placement are expected to be issued by the Manager (as defined below) to applicants on 2 February 2023.

Settlement of the New Shares allocated in the Private Placement is expected to take place on or about 6 February 2023 on delivery versus payment basis by delivery of existing and unencumbered shares in the Company that are already listed on the Oslo Børs pursuant to a share lending agreement (the “Share Lending Agreement”) between the Company, the Manager and Hemen Holding Ltd. (“Hemen”). The Manager will settle the share loan from Hemen with the new shares issued in connection with the Private Placement.

Following issuance of the New Shares, the Company will have an issued share capital of USD 19,347,823 divided into 19,347,823 ordinary shares, each with a nominal value of USD 1.00.

The Company’s largest shareholder, Hemen Holding, was allocated 1,305,161 New Shares, corresponding to its pro-rata shareholding, and will hold 7,860,312 shares, corresponding to approx. 40.63% ownership following the Private Placement.

The Company has considered the Private Placement in light of the equal treatment obligations under applicable regulations and is of the opinion that the waiver of the preferential rights inherent in a private placement, taking into consideration the time, costs and risk of alternative methods of the securing the desired funding, is in the common interest of the shareholders of the Company. By structuring the equity raise as a private placement, the Company has been able to raise equity efficiently, with a limited discount of 3.1% compared to the closing price as of the end of 1 February 2023, and a 1.1% discount to the volume-weighted average price of the Company’s shares traded on the Oslo Stock Exchange during 1 February 2023. The shares issued in the Private Placement represent less than 20% of the total outstanding shares of the Company prior to the Private Placement. The Company and the Manager have also as part of the Private Placement been in contact with shareholders representing a significant amount of the outstanding shares. The board of directors has on this basis resolved to not proceed with a subsequent repair offering towards shareholders who did not participate in the Private Placement.

SpareBank 1 Markets AS acted as sole bookrunner in the Private Placement (the “Manager”). Advokatfirmaet Schjødt AS acted as legal advisor to the Company in the Private Placement.

Contacts:

Jonas Ytreland, CFO

+47 994 65 550

Additional information about the Company can be found at:

https://www.northerndrillingltd.com/

Important information:

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 the Company. 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 offering 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 “Prospectus Regulation” means Regulation (EU) 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 investments 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.

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. 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 the Company 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 their control. 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. The Company does not make any guarantee 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 announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake 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. 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. 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. This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation as implemented in any Member State.

NODL: NORTHERN DRILLING LTD ANNOUNCES CONTEMPLATED PRIVATE PLACEMENT

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

Northern Drilling Ltd. (the "Company") is contemplating a private placement (the "Private Placement") of new shares (the "Offer Shares") for gross proceeds of up to approximately USD 10,000,000. The Private Placement is directed towards investors subject to and in compliance with applicable exemptions from relevant prospectus or registration requirements. The Company has engaged SpareBank 1 Markets AS as its Sole Bookrunner in the Private Placement (the "Manager").

The net proceeds from the Private Placement will be used to cover arbitration costs for the ongoing arbitration proceedings relating to claims arising from the termination of resale contracts for the drillships West Aquila and West Libra, and for general corporate purposes.

The subscription price will be set through an accelerated bookbuilding process (the “Subscription Price”). The application period for the Private Placement will start today, 1 February 2023 at 16:30 (CET) and is expected to close no later than 2 February 2023 at 08:00 (CET). The Company reserves the right to close or extend the application period at any time at its sole discretion, at short notice. The minimum order size and allocation in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, offer and allocate an amount below EUR 100,000, pursuant to any applicable exemptions from applicable prospectus requirements being available.

The Company's largest shareholder, Hemen Holding Ltd. ("Hemen"), is supportive of the transaction and will subscribe for at least its pro-rata shareholding of approx. 40.63%.

Allocation of Offer Shares will be made at the discretion of the Company's Board of Directors in consultation with the Managers after expiry of the application period, subject to any shortening or extension of the application period.

Completion of the Private Placement is conditional upon the necessary corporate resolutions being validly made by the Company, including without limitation approval by the Company’s Board of Directors and the Offer Shares having been fully paid and validly issued. The Company and the Manager reserve the right, at any time and for any reason, to cancel and/or modify the terms of the Private Placement.

Settlement of the New Shares allocated in the Private Placement is expected to take place on or about 6 February 2023 on delivery versus payment basis by delivery of existing and unencumbered shares in the Company that are already listed on the Oslo Børs pursuant to a share lending agreement (the “Share Lending Agreement”) between the Company, the Manager and Hemen. The Manager will settle the share loan from Hemen with the new shares issued in connection with the Private Placement. A number of new shares equal to the final number of Offer Shares will be issued by the Company’s board of directors, and will be used to settle the share borrowing from Hemen under the Share Lending Agreement. Some or all of the new shares to be re-delivered to Hemen as lender may be registered under a separate ISIN pending approval and publication of a listing prospectus by the Financial Supervisory Authority of Norway (the "FSA"), if such prospectus is required under applicable laws and regulations. In the event a prospectus is required for the listing of such shares, some or all of the new shares to be re-delivered will not be listed or tradable on Oslo Børs until such listing prospectus has been approved by the FSA and been published by the Company.

The Company has considered the Private Placement in light of the equal treatment obligations under applicable regulations and is of the opinion that the waiver of the preferential rights inherent in a private placement, taking into consideration the time, costs and risk of alternative methods of the securing the desired funding, is in the common interest of the shareholders of the Company.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and was published by Jonas Ytreland, CFO of the Company, on 1 February 2023 at 16:30 (CET).

 

Contacts:

Jonas Ytreland, CFO

+47 994 65 550

Additional information about the Company can be found at:

https://www.northerndrillingltd.com/

Important information:

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 the Company. 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 offering 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 “Prospectus Regulation” means Regulation (EU) 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.

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. 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 the Company 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 their control. 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. The Company does not make any guarantee 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 announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake 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. 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. 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. This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation as implemented in any Member State.

NODL: Notice of Annual General Meeting 2022

Northern Drilling Ltd. (the “Company”) advises that its 2022 Annual General Meeting will be held on September 30, 2022. A copy of the Notice of Annual General Meeting and associated information including the Company’s Consolidated Financial Statements for 2021 can be found at the website, www.northerndrillingltd.com, and in the links below.

2022 AGM Notice – NODL

2021-Annual-report – NODL

 

Hamilton, Bermuda

September 2, 2022

NODL: Second Quarter 2022 Results

26 August, 2022 – Hamilton, Bermuda

Northern Drilling Limited (OSE: NODL) (together with its subsidiaries, the “Company”), today reports unaudited results for the first half-year ended 30 June, 2022.

Please find attached the Interim Financial Information report.

NODL Half-year 2022

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

***

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: 2022 Annual General Meeting

Northern Drilling Ltd. (the “Company”) advises that the 2022 Annual General Meeting of the Company will be held on September 30, 2022. The record date for voting at the Annual General Meeting is set to August 19, 2022. The notice, agenda and associated material will be distributed prior to the meeting.

Hamilton, Bermuda
August 8, 2022

Statement in connection with mandatory offer on shares in Northern Drilling Ltd.

23 March 2022 – Hamilton, Bermuda

This statement (the “Statement”) is made by the board of directors (the “Board”) of Northern Drilling Ltd. (the “Company”) pursuant to section 6-16 of the Norwegian Securities Trading Act (the “NSTA”) in connection with the mandatory offer from Hemen Holding Ltd. (“Hemen Holding” or the “Offeror”) to acquire all issued shares in the Company (the “Shares”) not already owned by the Offeror against a cash consideration of NOK 17 per Share (the “Offer Price”) on the terms and conditions set out in the offer document dated 1 March 2022 (the “Offer Document”). The Board has decided that board member Marius Hermansen is disqualified to participate in the discussions and decision relating to this Statement. The remaining directors are not disqualified and thus form a quorum. Oslo Stock Exchange, in its capacity as takeover authority in Norway, has decided that the remaining three directors shall issue this Statement on behalf of the Company.

1.                      Introduction

On 7 February 2022, Hemen Holding announced that it had acquired in total 9,300 shares in the Company and subsequent to such acquisition, Hemen Holding held 6,453,826 shares in the Company, representing approx. 40% of the shares and votes in the Company. The transaction hence triggered an obligation for Hemen Holding to make a mandatory offer pursuant to section 6-6 (1) of the NSTA. Subsequent to triggering the mandatory offer obligation, Hemen acquired additional shares in the market. As at the date of the Offer Document, Hemen Holding holds 6,470,854 shares in the Company, representing 40.10% of the total number of outstanding shares and votes in the Company.

On 1 March 2022, Hemen Holding launched the offer to acquire all remaining shares in the Company that is not already owned by Hemen Holding, pursuant to and in accordance with the Offer Document.

2.                     The offer

The Offer is a mandatory offer made pursuant to Chapter 6 of the Norwegian Securities Trading Act, which, inter alia, means that there are no conditions for completion of the Offer. The acceptance period for the Offer is from and including 2 March 2022 until 16:30 (CEST) on 30 March 2022. The Board notes that Hemen Holding, subject to approval by the Oslo Stock Exchange, has reserved the right to amend the offer. The Offeror may consequently, subject to approval by the Oslo Stock Exchange, extend the acceptance period, one or more times, so that the aggregate acceptance period amounts to a total of up to six weeks. Shareholders in the Company should take note that their acceptance of the Offer must be submitted during the acceptance period, and that an acceptance of the Offer is, according to the acceptance form provided with the Offer Document, binding, and cannot be withdrawn or amended after receipt of the acceptance by the receiving agent on behalf of the Offeror. The Offer Price will be settled through cash payment in NOK from the Offeror to the accepting shareholders. The Offer of NOK 17 per Share values the total share capital of the Company to NOK 274,261,289 (based on 16,133,017 Shares outstanding in the Company as of the date of this Statement).

The Offer Price represents a premium of:

  • 24 % over the last closing price of the Shares on 4 February 2022 (last trading date before announcement of the Transaction).
  • 19 % over the average volume-weighted share price during the 30 day period ending on 4 February 2022.
  • 25 % over the average volume-weighted share price during the three-month period ending on 4 February 2022.
  • 31 % over the average volume-weighted share price during the six-month period ending on 4 February 2022.
  • 33 % over the average volume-weighted share price during the 12-month period ending on 4 February 2022.

Further detailed information about the Offer is set out in the Offer Document. The Offer Document states in section 1.10 that the Offer will be financed by existing funds available to the Offeror, and that the Offeror may also choose to draw on existing loan facilities in connection with settlement of the Offer. The Offeror has provided a bank guarantee issued by DNB Bank ASA in the amount of NOK 164,256,771, as required under section 6-10 (7) of the NSTA. If the Offeror as a result of the offer acquires more than 90% of the total amount of shares and votes in the Company, it will have the right to resolve (and the remaining shareholders in the Company will have a right to require) a compulsory acquisition of the remaining Shares in the Company not owned by the Offeror (squeeze-out). The Board notes that the Offer Document states in section 1.22 that “the Offeror may complete a compulsory acquisition (squeeze-out) of the remaining Shares (if any) following completion of the Offer and that any compulsory acquisition initiated by the Offeror following completion of the Offer will be initiated on the same terms and conditions as the Offer, subject to compliance with Bermuda law. According to section 1.23 of the Offer Document, the Offeror has reserved its right to propose that the general meeting of the Company resolves to apply to Oslo Stock Exchange for a de-listing of the Shares. The passing of such resolution will require that shareholders representing not less than 2/3 majority votes in favour of the resolution. The final decision on whether to approve an application for de-listing lies with Oslo Stock Exchange pursuant to the provisions set out in Oslo Stock Exchange Rule book II.

3.                     CONSEQUENCES/EFFECTS OF THE OFFER FOR THE COMPANY AND ITS EMPLOYEES

As stated in section 1.4 of the Offer Document, the Offeror has no specific plans for any reorganisation or similar process involving the Company or any of its subsidiaries. Furthermore, as stated in section 1.16 of the Offer Document, Hemen Holding does not have any specific plans, and is not aware of any other circumstances relating to completion of the Offer, that will have any legal, financial or work related consequences for the Company’s employees. The Company only has one employee, and has not received any statement from this employee concerning the Offer.

4.                     THE BOARD’S ASSESSMENT

The Board has reviewed the Offer and considered factors that the Board deems material and relevant for the assessment of whether the Offer should be accepted by the shareholders of the Company. For the purposes of the preparation of this Statement, the Board has consulted with SpareBank 1 Markets (“SpareBank 1 Markets”) as financial advisor. SpareBank 1 Markets has provided a fairness opinion dated 22 March 2022 in accordance with the recommendation in the Norwegian Code of Practice for Corporate Governance (the “Fairness Opinion”). The Fairness Opinion is based, inter alia, on various generally accepted valuation methods and provides that the Offer Price is not fair from a financial point of view. The Fairness Opinion is attached to this Statement.

The Board has noted that the Offer Price represents a premium of 19%, 25%, 31% and 33%, respectively, over the 30 day, 3-month, 6-month and 12-month volume-weighted average price of the Share. The Offer Price represents a premium to historical trading, however as supported by SpareBank 1 Markets, the Board is of the view that the fundamental expected value of the Company taking into account the expected value of the ongoing disputes of its subsidiary buying companies (the “Buyers”), is significantly higher than the value supported by the Offer Price. In order for the value of the Company to be lower than the Offer Price, the Buyers must do less well in the disputes than the Board’s current expected value. The Board notes that shareholders who want or need liquidity, or do not want to contribute additional capital towards expected litigation costs, may still have an interest in accepting the Offer.

All in all, and taking into account the uncertainty relating to the value of the Offer compared to the underlying assets of the Group, the Board finds that it cannot make a recommendation as to whether or not shareholders should accept the offer. The assessment by the Board in this Statement is unanimous. The Board recommends each shareholder to consider the Offer considering the factors set out herein and other relevant information, and on this basis and in accordance with its own judgment and preferences to make an independent evaluation of whether or not to accept the Offer with respect to its Shares. The Board retains the right to amend, qualify or withdraw its Statement to the extent that any amendments are made by the Offeror in respect of the Offer or if an amended offer is made, cf. section 1.5 of the Offer Document.

5.                     MEMBERS OF THE BOARD AND THE CEO OF THE COMPANY

Other than board member Marius Hermansen who does not participate in giving this statement, none of the remaining members of the Board of Directors, nor the CEO of the Company hold any shares in the Company. The board has been informed that Marius Hermansen does not intend to accept the offer in his capacity as shareholder.

The undersigned members of the Board and the members of the executive management of the Company, including any close associates, do not have any current or recent affiliation with the Offeror.

The Board of Directors of Northern Drilling Ltd.

Independent Fairness Opinion

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