NODL: Launch of mandatory offer in Northern Drilling Ltd
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN, HONG KONG, SOUTH AFRICA, NEW ZEALAND, THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 7 December 2023 Reference is made to the announcement by Northern Drilling Ltd. (“Northern Drilling“) on 8 November 2023 regarding Hemen Holding Limited (“Hemen” or the “Offeror“) crossing the 50% threshold of the Norwegian Securities Trading Act section 6-6 and thereby being obliged to make a bid for the remaining shares in Northern Drilling (the “Offer“).
Today, Hemen announces the issue of an offer document (the “Offer Document“) and the start of the acceptance period for the Offer.
The Offer Document has been approved by Oslo Stock Exchange in its capacity as take-over supervisory authority. The complete terms and conditions of the Offer, including the procedures for how to accept the Offer, are set out in the Offer Document, which will be made available at www.sb1markets.no/transaksjoner/, subject to regulatory restrictions in certain jurisdictions.
Key terms of the Offer:
- Offer price: NOK 0.125 per share
- Offer period: From and including 8 December 2023 to 5 January 2024 at 16:30 CET (the “Offer Period“)
- Settlement date: No later than 14 calendar days after the expiry of the Offer Period
- Receiving Agent: SpareBank 1 Markets AS
- Hemen aims to delist Northern Drilling upon completion of the Offer
As of the date hereof, Hemen holds 313,971,440 shares in Northern Drilling, representing 89.35% of the shares and votes in Northern Drilling.
The Offer Document will be sent to all shareholders in Northern Drilling as registered in Northern Drillings’ shareholder register in the VPS as of the date of the Offer Document, except to jurisdictions where the offer document may not be lawfully distributed.
The Offer Document may also be obtained free of charge during ordinary business hours at the offices of the receiving agent, SpareBank 1 Markets AS, Olav Vs gate 5, 0161 Oslo, Norway, phone: +47 24 14 74 00, e-mail: firstname.lastname@example.org.
The mandatory offer and the distribution of this announcement and other information in connection with the mandatory offer may be restricted by law in certain jurisdictions. When published, the Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Japan, Australia, Hong Kong, New Zealand, South Africa, and the United States. The Offeror does not assume any responsibility in the event there is a violation by any person of such restrictions. 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 not a tender offer document and, as such, does not constitute an offer or the solicitation of an offer to acquire shares in the Company. Investors may accept the mandatory offer only on the basis of the information provided in the Offer Document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway