THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN, HONG KONG, SOUTH AFRICA, AUSTRALIA, NEW ZEALAND, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
11 September 2026 - Reference is made to the stock exchange announcement made on 11 August 2026 where it was announced that the Norwegian Financial Supervisory Authority had approved an offer document (the "Offer Document") for Hemen Holding Limited's mandatory offer (the "Offer") for all the issued and outstanding shares in Northern Ocean Ltd. ("NOL") not already owned by Hemen at an offer price of NOK 7.50 per Share, and to the announcement dated 9 September 2026 regarding the preliminary results of the Offer following the expiry of the offer period (the "Offer Period") on 9 September 2026 at 16:30 CEST.
Hemen received valid acceptances of the Offer in respect of a total of 60,279,864 Shares, representing approximately 19.9% of the issued share capital and voting rights in NOL. At the commencement of the Offer Period, Hemen held 169,568,353 Shares. During the Offer Period, Hemen also acquired additional Shares outside the Offer, including through the repurchase of 15,000,000 NOL shares pursuant to the TRS agreement announced on 15 May 2025. Following completion of the Offer, and taking into account the Shares acquired outside the Offer, Hemen will hold 251,641,918 Shares, representing approximately 83% of the issued share capital and voting rights in NOL.
The shares tendered in the Offer have been collected from the VPS accounts of the NOL shareholders who have accepted the Offer, and such shares have been transferred to a settlement account of Pareto Securities AS (the "Receiving Agent"). In accordance with the terms of the Offer, cash settlement will be made promptly and no later than within 14 calendar days after expiry of the Offer Period. The latest date on which cash settlement will be made is accordingly on 23 September 2026.
For further information, please contact: Pareto Securities AS Tel: +47 22 87 87 00
Important notice:
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, South Africa, and New Zealand. 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.