Category: Uncategorized

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.

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 7^th 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.

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

Northern Drilling Limited (OSE: NODL) (together with its subsidiaries, the “Company”), is pleased to announce that the annual report for the financial year ended 2022 has been approved.

NODL-2022-12-31-EN

Hamilton, Bermuda

28 April, 2023

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

Contact Person:

Scott McReaken

CEO

+1 (832) 509-7191

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

Northern Drilling Ltd. (the “Company”) advises that its 2023 Annual General Meeting will be held on May 8, 2023. A copy of the Notice of Annual General Meeting and associated information can be found at the website, www.northerndrillingltd.com, and in the link below.

2023 AGM Draft Notice – NODL

Hamilton, Bermuda

April 18, 2023

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

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.

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.

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.