NODL: New share capital registered

Reference is made to the stock exchange announcement by Northern Drilling Ltd. (the “Company”) on 25 October 2023, which announced the successful conditional placement of 313,600,000 new shares at a subscription price of NOK 0.125 per share (the “Private Placement”). Reference is further made to the stock exchange announcement made by the Company on 8 November 2023 that the shares allocated in the Private Placement (the “New Shares”) had been issued.

The New Shares have now been registered in the Company’s Register of Members as duly issued. The 313,600,000 New Shares have been issued on a separate ISIN in the VPS and will not be listed and tradable on Oslo Børs until the publication of a listing prospectus to be approved by the Financial Supervisory Authority of Norway. Following issuance of the New Shares, the Company has an issued share capital of USD 3,329,478.23 divided into 332,947,823 ordinary shares, each with a nominal value of USD 0.01.

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

 

NODL – SGM Results Notification

Northern Drilling Ltd. (the “Company”) advises that a Special General Meeting of the Shareholders of the Company was held on 7 November 2023 at 09:00 hrs at 14 Par-la-Ville Road, Hamilton, HM08, Bermuda (the “Meeting”).

Reference is made to the press release by the Company on 23 October 2023 regarding the Meeting and associated information, proposing the reorganization of the Company’s share capital (the “Proposal”).

The Company hereby announces that the Shareholders of the Company approved the Proposal at the Meeting. Consequently, the share capital has been reduced from US$1.00 to US$0.01.

Reference is made to the Company’s press release dated 25 October 2023, which announced the successful conditional placement of 313,600,000 new shares at a subscription price of NOK 0.125 per share (the “Private Placement“). Furthermore, on 1 November 2023, the Company commenced the subscription period for a subsequent offering of up to 32,000,000 new shares (the “Subsequent Offering“). The completion of both the Private Placement and the Subsequent Offering was contingent upon the approval of a share capital reduction by the Company’s Special General Meeting. Following the resolution to reduce the share capital, both the Private Placement and the Subsequent Offering are now unconditional.

November 7, 2023

The Board of Directors
Northern Drilling Ltd.
Hamilton, Bermuda

 

 

NODL: Commencement of the Subscription Period in the Subsequent Offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG, SWITZERLAND 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.

Reference is made to the stock exchange announcement from Northern Drilling Limited (the “Company”) published on 25 October 2023 regarding the successful conditional placing of 313,600,000 new shares in the Company (the “Private Placement Shares”) at a subscription price of NOK 0.125 per Private Placement Share (the “Subscription Price”) through a private placement raising gross proceeds of NOK 39,200,000 (the “Private Placement”) and the contemplated subsequent offering (the “Subsequent Offering”).

Completion of the Subsequent Offering, as well as the Private Placement, is subject to the approval by a special general meeting (“SGM”) of the Company of a proposed reduction of the par value of the Company’s shares to USD 0.01. The SGM is scheduled to be held on 7 November 2023. Completion of the Subsequent Offering is also subject to (i) the board of directors of the Company resolving to issue the Offer Shares, and (ii) registration of the increased equity of the Company pertaining to the Subsequent Offering with the relevant company registration offices in Bermuda and the VPS.

The Subsequent Offering consists of an offering of up to 32,000,000 new shares in the Company (the “Offer Shares”) at a subscription price of NOK 0.125 per Offer Share, which is equal to the Subscription Price.

Listing of the Offer Shares, as well as the Private Placement Shares, will require a listing prospectus. The Offer Shares will be registered under a separate ISIN pending approval relevant prospectus authorities and publication by the Company of such prospectus, and the Offer Shares will not be listed or tradeable on Oslo Børs until the prospectus has been approved by the NFSA and been published by the Company.

The Subsequent Offering is directed towards shareholders in the Company as of 25 October 2023 (as registered in the VPS two trading days thereafter, on 27 October 2023 (the “Record Date”)), (i) who are registered holders of less than 150,000 shares on the Record Date, (ii) who were not allocated shares in the Private Placement, and (iii) who are not resident in a jurisdiction where such offering would be unlawful or would require any prospectus, filing, registration or similar action (“Eligible Shareholders”).

For each share recorded as held in the Company as of expiry of the Record Date, each Eligible Shareholder will be entitled to allocation of 4.4104 subscription rights (the “Subscription Rights”). The number of Subscription Rights allocated to each Eligible Shareholder will be rounded down to the nearest whole Subscription Right. Each Subscription Right will, subject to applicable law, give the right to subscribe for and be allotted one Offer Share at the Subscription Price in the Subsequent Offering. Neither over-subscription nor subscription without subscription rights will be permitted. The Subscription Rights will not be tradeable.

The subscription period for the Subsequent Offering will commence today 1 November 2023 at 09:00 CET and expire on 10 November 2023 at 16:30 CET (the “Subscription Period”).

In order to subscribe for Offer Shares in the Subsequent Offering, Eligible Shareholders must provide SpareBank 1 Markets AS (the “Manager”) with a correctly completed and duly signed subscription form by the end of the Subscription Period. Subscription for Offer Shares may also take place through the VPS online subscription system. For further instructions regarding the subscription procedure, please contact the Manager.

Subscription Rights not used to subscribe for the Offer Shares (in full or partly) will lapse without any compensation upon expiry of the Subscription Period and will consequently be of no value.

Subject to completion, notifications of allocation in the Subsequent Offering are expected to be sent on or about 13 November 2023. The due date for payment of allocated Offer Shares is on or about 15 November 2023.

SpareBank 1 Markets AS is acting as sole manager for the Subsequent Offering. Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.

For further information, please contact:

Scott McReaken, CEO
Tel: +1 (832) 509-7191

This stock exchange announcement was published by Scott McReaken, CEO, on 1 November 2023 at 07:30 CET.

Important information:

The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan, Hong Kong, Switzerland or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, does not purport to be full or complete and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction where such offer of solicitation is unlawful. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), or under the applicable securities laws of Australia, Canada or Japan. The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.

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.

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 (EU) 2017/1129 (together with any applicable implementing measures in any Member State).

In the United Kingdom, this communication is only addressed to and is only directed at “qualified investors” within the meaning of Regulation (EU) 2017/1129 as it forms part of the laws of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (including any statutory instruments made in exercise of the powers conferred by such act) who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will” 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 believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. This announcement is made by, and is the responsibility of, the Company. The Manager is acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. The Manager and its affiliates disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

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.

Neither the Manager nor any of its affiliates make any representation or warranty, express or implied, as to the accuracy and completeness of this announcement (or whether any information has been omitted from the announcement) or as to any other information relating to the Company its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith, 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 of the Company. Neither the Manager nor any of its affiliates accept any liability arising from the use of this announcement.

In connection with any offering of the shares, the Manager and any of its affiliates acting as an investor for their own account may take up as a principal position in any shares and in that capacity may retain, purchase or sell for their own accounts such shares. In addition, they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of shares. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

NODL: Privat placement successfully subscribed, subject to approval by shareholder meeting of share capital reduction

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.

Reference is made to the stock exchange release by Northern Drilling Ltd. (the “Company“) on 24 October 2023 regarding the intention to carry out a private placement (the “Private Placement“) of new shares in the Company. Reference is further made to the stock exchange announcement made by the Company on 19 October 2023 regarding an update on the Company’s financing situation and its intention to appeal on a point of law and to challenge on grounds of serious irregularity the arbitration tribunal’s awards in the arbitration proceedings with Hanwha Ocean Co., Ltd. (together, the “Appeals Process“).

The Company today announces that the Private Placement has been successfully placed, and that it has conditionally allocated 313,600,000 new shares (the “New Shares“) at a subscription price per New Share of NOK 0.125 (the “Subscription Price“), raising approx. NOK 39.2 million in gross proceeds. The completion of the Private Placement and allocation and subscription of shares remain subject to the approval by a special general meeting (“SGM“) of the Company of a proposed reduction of the par value of the Company’s shares to USD 0.01. The SGM is scheduled to be held on 7 November 2023.

Subject to completion, the net proceeds from the Private Placement will be used to partly fund costs associated with the Appeals Process. The Company’s board of directors (the “Board“) is of the opinion that the Company will need more funding for the Appeals Process, and intends to raise such capital in several equity transactions following the Private Placement. A court decision on the challenge on grounds of serious irregularity and on whether to grant permission to appeal on a point of law is, at this early stage, anticipated to be in the first quarter of 2024 and if permission to appeal on a point of law is granted, the final decision on the appeal is expected in the second or third quarter of 2024.

Notification of conditional allocation and settlement instructions for the Private Placement are expected to be issued by the Manager (as defined below) to applicants on 26 October 2023.

Settlement of the New Shares allocated in the Private Placement is expected to take place on or about 9 November 2023 on delivery versus payment basis by delivery of New Shares.

Listing of the New Shares will require a listing prospectus. The New Shares will be registered under a separate ISIN pending approval by the Financial Supervisory Authority of Norway (the “NFSA”), and publication by the Company, of such prospectus, and the New Shares will not be listed or tradeable on Oslo Børs until the prospectus has been approved by the NFSA and been published by the Company.

Following issuance of the New Shares and the SGM, the Company will have an issued share capital of USD 3,329,478.23 divided into 332,947,823 ordinary shares, each with a nominal value of USD 0.01.

The Company’s largest shareholder, Hemen Holding, was allocated 306,110,052 New Shares, and will, subject to completion of the Private Placement, hold 313,971,440 shares, corresponding to approx. 94.3% ownership following the Private Placement. Completion of the Private Placement will consequently lead to Hemen crossing the mandatory offer threshold. In said case, Hemen has advised the Company that it intends to make an announcement pursuant to the Norwegian Securities Act section 6-8 to the effect that it will make a mandatory offer pursuant to the Norwegian Securities Act chapter 6.

The Board, together with the Company’s management and SpareBank 1 Markets AS (the “Manager“), has considered various transaction alternatives to secure new financing. Based on an overall assessment, considering inter alia the need for funding, execution risk and possible alternatives, the Board has on the basis of careful considerations decided that the Private Placement is the alternative that best protects the Company’s and the shareholders’ joint interests. Thus, the waiver of the preferential rights inherent in a directed share capital increase through issuance of new shares is considered necessary.

The Board will consider carrying out a subsequent offering of up to 32,000,000 new shares towards the Company’s shareholders as of 25 October 2023 (as documented by the shareholder register in the Norwegian Central Securities Depository (VPS) as of the end of 27 October 2023) who i) are registered as holder of less than 150,000 shares; (ii) not allocated shares in the Private Placement; and (iii) are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, would require any filing, registration or similar action (the “Subsequent Offering“). The subscription price in the Subsequent Offering will be equal to the subscription price in the Private Placement. The Subsequent Offering is subject to the prevailing market price of the Company’s shares following the Private Placement. The Board may decide that the Subsequent Offering will not be carried out in the event that the Company’s shares trade below the subscription price in the Subsequent Offering at adequate volumes.

SpareBank 1 Markets AS acted as sole bookrunner in the Private Placement. Advokatfirmaet Schjødt AS acted as legal advisor to the Company in the Private Placement.

This information is published in accordance with the requirements of Euronext Rule Book II, and published by Scott McReaken, CEO of Northern Drilling Ltd. on 25 October 2023 at 23:15 (CEST).

Contacts: Scott McReaken, CEO +1 (832) 509-7191

Additional information about the Company can be found at: http://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: Privat placement successfully subscribed, subject to approval by shareholder meeting of share capital reduction

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.

Reference is made to the stock exchange release by Northern Drilling Ltd. (the “Company“) on 24 October 2023 regarding the intention to carry out a private placement (the “Private Placement“) of new shares in the Company. Reference is further made to the stock exchange announcement made by the Company on 19 October 2023 regarding an update on the Company’s financing situation and its intention to appeal on a point of law and to challenge on grounds of serious irregularity the arbitration tribunal’s awards in the arbitration proceedings with Hanwha Ocean Co., Ltd. (together, the “Appeals Process“).

The Company today announces that the Private Placement has been successfully placed, and that it has conditionally allocated 313,600,000 new shares (the “New Shares“) at a subscription price per New Share of NOK 0.125 (the “Subscription Price“), raising approx. NOK 39.2 million in gross proceeds. The completion of the Private Placement and allocation and subscription of shares remain subject to the approval by a special general meeting (“SGM“) of the Company of a proposed reduction of the par value of the Company’s shares to USD 0.01. The SGM is scheduled to be held on 7 November 2023.

Subject to completion, the net proceeds from the Private Placement will be used to partly fund costs associated with the Appeals Process. The Company’s board of directors (the “Board“) is of the opinion that the Company will need more funding for the Appeals Process, and intends to raise such capital in several equity transactions following the Private Placement. A court decision on the challenge on grounds of serious irregularity and on whether to grant permission to appeal on a point of law is, at this early stage, anticipated to be in the first quarter of 2024 and if permission to appeal on a point of law is granted, the final decision on the appeal is expected in the second or third quarter of 2024.

Notification of conditional allocation and settlement instructions for the Private Placement are expected to be issued by the Manager (as defined below) to applicants on 26 October 2023.

Settlement of the New Shares allocated in the Private Placement is expected to take place on or about 9 November 2023 on delivery versus payment basis by delivery of New Shares.

Listing of the New Shares will require a listing prospectus. The New Shares will be registered under a separate ISIN pending approval by the Financial Supervisory Authority of Norway (the “NFSA”), and publication by the Company, of such prospectus, and the New Shares will not be listed or tradeable on Oslo Børs until the prospectus has been approved by the NFSA and been published by the Company.

Following issuance of the New Shares and the SGM, the Company will have an issued share capital of USD 3,329,478.23 divided into 332,947,823 ordinary shares, each with a nominal value of USD 0.01.

The Company’s largest shareholder, Hemen Holding, was allocated 306,110,052 New Shares, and will, subject to completion of the Private Placement, hold 313,971,440 shares, corresponding to approx. 94.3% ownership following the Private Placement. Completion of the Private Placement will consequently lead to Hemen crossing the mandatory offer threshold. In said case, Hemen has advised the Company that it intends to make an announcement pursuant to the Norwegian Securities Act section 6-8 to the effect that it will make a mandatory offer pursuant to the Norwegian Securities Act chapter 6.

The Board, together with the Company’s management and SpareBank 1 Markets AS (the “Manager“), has considered various transaction alternatives to secure new financing. Based on an overall assessment, considering inter alia the need for funding, execution risk and possible alternatives, the Board has on the basis of careful considerations decided that the Private Placement is the alternative that best protects the Company’s and the shareholders’ joint interests. Thus, the waiver of the preferential rights inherent in a directed share capital increase through issuance of new shares is considered necessary.

The Board will consider carrying out a subsequent offering of up to 32,000,000 new shares towards the Company’s shareholders as of 25 October 2023 (as documented by the shareholder register in the Norwegian Central Securities Depository (VPS) as of the end of 27 October 2023) who i) are registered as holder of less than 150,000 shares; (ii) not allocated shares in the Private Placement; and (iii) are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, would require any filing, registration or similar action (the “Subsequent Offering“). The subscription price in the Subsequent Offering will be equal to the subscription price in the Private Placement. The Subsequent Offering is subject to the prevailing market price of the Company’s shares following the Private Placement. The Board may decide that the Subsequent Offering will not be carried out in the event that the Company’s shares trade below the subscription price in the Subsequent Offering at adequate volumes.

SpareBank 1 Markets AS acted as sole bookrunner in the Private Placement. Advokatfirmaet Schjødt AS acted as legal advisor to the Company in the Private Placement.

This information is published in accordance with the requirements of Euronext Rule Book II, and published by Scott McReaken, CEO of Northern Drilling Ltd. on 25 October 2023 at 23:15 (CEST).

 

Contacts: Scott McReaken, CEO +1 (832) 509-7191

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

Reference is made to the stock exchange announcement made by Northern Drilling Ltd. (the “Company“) on 19 October 2023 regarding an update on the Company’s financing situation and its intention to appeal on a point of law and to challenge on grounds of serious irregularity the arbitration tribunal’s awards in the arbitration proceedings with Hanwha Ocean Co., Ltd. (together, the “Appeals Process“). In said announcement, the Company advised that it requires funds to pursue the Appeals Process. It was also announced that, as a general rule, there are limited grounds to appeal arbitration awards, and permission of the court will be required for an appeal on a point of law to be made.

The Company is hereby announcing that it is contemplating a private placement (the “Private Placement“) of new shares (the “Offer Shares“), raising gross proceeds of up to USD 3.5 million. The Private Placement is directed solely towards existing shareholders of the Company and subject to and in compliance with applicable exemptions from relevant prospectus or registration requirements. The Company has engaged SpareBank 1 Markets AS to act as its sole manager and bookrunner in the Private Placement (the “Manager“).

The net proceeds from the Private Placement will be used to partly fund costs associated with the Appeals Process. The Board is of the opinion that the Company will need more funding for the Appeals Process, and intends to raise such capital in several equity transactions, of which the Private Placement is the first. A court decision on the challenge on grounds of serious irregularity and on whether to grant permission to appeal on a point of law is, at this early stage, anticipated to be in the first quarter of 2024 and if permission to appeal on a point of law is granted, the final decision on the appeal is expected in the second or third quarter of 2024.

The subscription price will be set through an accelerated bookbuilding process. The application period for the Private Placement will start today, 24 October 2023 at 09:00 (CEST) and is expected to close no later than 25 October 2023 at 16:30 (CEST). 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 intends to 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 Manager after expiry of the application period, subject to any shortening or extension of the application period.

The payment date and delivery date of the Offer Shares is expected to be on or about 9 November 2023, which is the date after the Company is scheduled to convene a Special General Meeting (“SGM“) resolving to reduce the par value of the Company’s shares from USD 1 to USD 0.01. Consequently, any Offer Shares will be issued with a par value of USD 0.01.

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, the Offer Shares having been fully paid and validly issued, and the approval by the SGM of the proposed reduction of the par value of the Company’s shares. 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.

Listing of the Offer Shares in the Private Placement will require a listing prospectus. Consequently, the Offer Shares will be registered under a separate ISIN pending approval and publication of a listing prospectus by the Norwegian Financial Supervisory Authority (the “NFSA“) and the Offer Shares will not be listed or tradable on Oslo Børs until such listing prospectus has been approved by the NFSA 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.

The Company may, subject to completion of the Private Placement, consider conducting a subsequent share offering of new shares (the “Subsequent Offering“). If carried out, the size and structure of the Subsequent Offering shall be in line with market practice. The Company reserves the right in its sole discretion to not conduct or cancel the Subsequent Offering.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and was published by Scott McReaken, CEO of the Company, on 24 October 2023 at 07:30 (CEST).

Contacts:

Scott McReaken, CEO

+1 (832) 509 7191

Additional information about the Company can be found at: http://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 – Special General Meeting

Northern Drilling Ltd. (the “Company”) advises that a Special General Meeting of the Company will be held on 7 November 2023 to consider and approve the reorganisation of the Company’s share capital. The record date for voting at the Special General Meeting is set to 20 October 2023. A copy of the notice of the Special General Meeting and associated information can be found at our website https://www.northerndrillingltd.com and in the following link:

Northern Drilling Ltd. – SGM Notice and Proxy

The Board of Directors
Northern Drilling Ltd.
Hamilton, Bermuda

NODL: Northern Drilling Ltd announces intention to appeal arbitration awards, and provides update on financing situation

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. (OAX: NODL) (the “Company”) updates on the arbitration proceedings and financing situation.

Reference is made to the stock exchange announcement dated 25 September 2023, regarding the arbitration tribunal’s awards in the arbitration proceedings between the Company’s 100 % owned subsidiaries of West Aquila Inc. and West Libra Inc. and Hanwha Ocean Co., Ltd. (“Hanwha”)(the “Awards”). The Company has decided to seek leave to appeal the Awards on a point of law and to challenge the Awards on grounds of serious irregularity.

As a general rule there are limited grounds to appeal arbitration awards, and permission of the court will be required for an appeal on a point of law to be made. If the court grants permission to appeal the Awards on a point of law, an appeal hearing will follow. However, no such permission is required to challenge the Awards on grounds of serious irregularity.

The Company requires funding to appeal and challenge the Awards. The Company intends to raise capital through one or more equity placements as further developments are made in the appeals process. The first equity placement is expected to be in the range of USD3-3.5M, but total funding needed to reach a conclusive outcome is expected to be significantly higher.

The Company holds no assets of significance other than its claims towards Hanwha, and therefore does not see a value of its equity should the Awards stand. Consequently, and in order to facilitate the required funding, the Company will summon a Special General Meeting to reduce the par value of the Company’s shares from USD 1.00 to USD 0.01. Future equity raises are expected to be done at or close to the new par value of the shares.

The Company will in due course inform the markets on its planned financing activities and the further development of the appeals process.

This stock exchange announcement was published by Scott McReaken, CEO of Northern Drilling Ltd., on 19 October 2023 at 19.13 CET. This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.

Contacts:

Scott McReaken, CEO

+1 (832) 509 7191

Additional information about the Company can be found at:

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: Determination of the arbitration proceedings

Hamilton, Bermuda – 25 September 2023

Reference is made to the stock exchange announcements of 17 August 2021 and 16 October 2021 from Northern Drilling Ltd. (the “Company” or “NODL“) regarding the cancellations of the resale contracts between the 100 % owned subsidiaries of NODL, West Aquila Inc. and West Libra Inc., and Daewoo Shipbuilding & Marine Engineering Co. Ltd.  (now known as Hanwha Ocean Co. Ltd.) (“Hanwha”) for the 7th generation ultra deepwater drill ships West Aquila and West Libra, respectively, due to delays of delivery.

Today, the Company has received the arbitration awards from the tribunal, which have been found in favour of Hanwha. The tribunal has dismissed West Aquila Inc. and West Libra Inc’s claims. Hanwha’s claims against West Aquila Inc. and West Libra Inc. for losses arising from the terminations, interest, and costs will be determined at a future hearing.

West Aquila Inc. and West Libra Inc. are disappointed with the Tribunal’s determination and are currently considering whether to appeal. We will revert with further information once a decision on whether to appeal has been made.

For further information please contact:
Scott McReaken, CEO
+1 832 509 7191

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

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

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