NODL – Major shareholding notification; mandatory offer
Reference is made to the announcement by Northern Drilling Ltd (the “Company”) of 25 October 2023, where the Company announced a private placement (the “Private Placement”) of 313,600,000 new shares at a price of NOK 0.125 per new share, conditional upon the approval by the special general meeting (the “SGM”) of the Company of a proposed reduction of the par value of the Company’s shares to USD 0.01 (the “Reduction”). Reference is further made to the announcement by the Company on 7 November 2023 of the approval by the SGM of the Reduction with requisite majority, the effect of which was that the Private Placement became unconditional.
Hemen Holding Limited (“Hemen”) was allocated 306,110,052 New Shares in the Private Placement, and will upon delivery of said new shares hold a total of 313,971,440 shares, corresponding to approx. 94.3% of the shares and votes of the Company following the Private Placement. Upon delivery of the new shares, Hemen will cross the 50% threshold of the Norwegian Securities Trading Act section 6-6, and will have the obligation to make a bid for the purchase of the remaining shares in the Company under Chapter 6 of the Norwegian Securities Trading Act. Hemen intends to make such bid within the four-weeks period from delivery, as set out in the Norwegian Securities Trading Act.