NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA 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.
Oslo, Norway, September 24, 2026
Reference is made to the stock exchange announcement made by 2020 Bulkers Ltd ("2020 Bulkers" or the "Company") on 22 September 2026, where the Company announced a potential private placement (the "Private Placement") to raise gross proceeds of up to USD 175 million in new ordinary shares in the Company (the "Offer Shares") to, i.a., partially fund the refinancing of the companies owning up to 15 large AHTS vessels to be acquired (the "Acquisitions") as described in the Company's stock exchange announcement of 22 September 2026.
The Company is pleased to announce that the Private Placement attracted strong interest from high quality local and international investors and was multiple times oversubscribed at the offer price of USD 0.299 per share (the "Offer Price"). On this basis, the Company's board of directors (the "Board") has conditionally allocated 585,284,280 Offer Shares at the Offer Price.
Notices of conditional allocation are expected to be sent on or about 24 September 2026.
The net proceeds from the Private Placement will be used (i) to partially fund the refinancing of the gross debt in the companies to be acquired through the Acquisitions (USD 100 million), as well as (ii) for operating cash, working capital, transaction costs and further M&A opportunities (USD 75 million).
Arctic Securities AS, Clarksons Securities AS, DNB Carnegie, a part of DNB Bank ASA, Fearnley Securities AS, Pareto Securities AS and SB1 Markets AS acted as joint bookrunners in the Private Placement (the "Managers").
The completion of the Private Placement by allocation and delivery of Offer Shares to investors is subject to (i) resolution by the Company's special general meeting to be held on 29 September 2026 (the "SGM"), to (a) reduce the par value of each common share in issue from USD 1 to USD 0.01 and to credit the amount of the reduction to the contributed surplus account of the Company and (b) increase the authorized share capital to USD 50,000,000, (ii) the completion of the purchase of the shares in AHTS AS, and (iii) the Pre-Funding Agreement (as defined below) to be concluded and remaining in full force and effect at the time of completion of the Private Placement.
The Private Placement is expected to be settled on a delivery-vs-payment basis (DVP) after the SGM and the completion of the purchase of the shares in AHTS AS, currently expected on or around 1 October 2026, subject to a pre-funding agreement (the "Pre-Funding Agreement") expected to be entered into between the Company and the Managers.
The Offer Shares in the Private Placement will be issued on a separate ISIN BMG9156K1190 and will thus not be tradable on Euronext Oslo Børs or fungible with the shares currently in issue in the Company until a listing prospectus has been approved by the Norwegian Financial Supervisory Authority and published by the Company, expected during late November / early December 2026 (the "Prospectus"). The Company intends to apply for the Offer Shares to be admitted to trading on Euronext NOTC upon delivery pending approval and publication of the Prospectus. The continued listing of the Company on Euronext Oslo Børs is subject to approval and in case the Company is not approved for continued listing on Euronext Oslo Børs or alternatively Euronext Expand, the Company may instead seek to transfer its existing shares to a non-regulated market such as Euronext Growth Oslo.
Subject to, among other things, the publication of the Prospectus, the prevailing market price of the Company's shares being equal to or higher than the Offer Price, and the approval by the SGM to increase the authorized share capital as aforesaid, the Board has conditionally resolved to carry out a subsequent offering (the "Subsequent Offering") of up to NOK 75 million at the NOK equivalent of the Offer Price. Any such Subsequent Offering, if applicable, and subject to applicable securities laws, will be directed only towards existing eligible shareholders in the Company as of 23 September 2026 (as registered with the VPS two trading days thereafter) who (i) were not allocated Offer Shares in the Private Placement and (ii) are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action.
The further terms regarding eligibility to participate and allocation criteria will be determined by the Board and included in the Prospectus. The Company reserves the right, in its sole discretion, to not proceed with or to cancel the Subsequent Offering. The subscription period for the Subsequent Offering, if any, will commence at a time to be determined by the Board, following approval of the Prospectus. Any subscription rights in the Subsequent Offering will be non-transferable, and oversubscription limited to up to EUR 100,000 per eligible shareholder.
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 nature and structure of the contemplated transactions, the terms of the Private Placement and alternative methods, is in the common interest of the shareholders of the Company. The Board considers that the Private Placement, taken as a whole, represents a balanced solution taking into account the common interest of the Company and its shareholders, cf.
section 5-14 of the Norwegian Securities Trading Act.
Ro Sommernes Advokatfirma AS is acting as legal advisor to the Company.
Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal advisor to the shareholders of AHTS AS. Advokatfirmaet Schjødt AS is acting as legal advisor to the Managers.
This information is subject to a duty of disclosure pursuant to Section 5-12 of the Norwegian Securities Trading Act. This information was issued as inside information pursuant to the EU Market Abuse Regulation, and was published by the Company's CFO, Vidar Hasund, on the date and time provided.
About 2020 Bulkers Ltd.
2020 Bulkers Ltd. is a limited liability company incorporated in Bermuda on September 26, 2017. The Company's shares are traded on Euronext Oslo Børs under the ticker "2020".
Important Notices
This announcement is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, Hong Kong, South Africa or the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.
This announcement does not constitute an offer of securities for sale, or a solicitation of an offer to purchase or subscribe for, any securities of the Company in the United States. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The securities of the Company may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and in accordance with applicable U.S. state securities laws. The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
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).
This communication is only being distributed to and is only directed at persons in the United Kingdom that are "qualified investors" as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024, and who 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.
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 Managers are 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 their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.
Neither the Managers nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement 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 Managers nor any of their affiliates accepts any liability arising from the use of this announcement.
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.