THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN, HONG KONG, SOUTH AFRICA, AUSTRALIA, NEW ZEALAND, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Reference is made to the stock exchange announcement by Northern Drilling Ltd (âNorthern Drillingâ or the âCompanyâ) on 7 December 2023 regarding the mandatory offer by Hemen Holding Ltd. (âHemenâ or the âOfferorâ) to acquire all outstanding shares in Northern Drilling at an offer price per share of NOK 0.125 (the âOfferâ). The acceptance period for the Offer expired on 5 January 2024 at 16:30 (CET).
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Upon expiry of the acceptance period for the Offer, the Offeror had received valid acceptances for in total 361,940 Northern Drilling shares, equal to approximately 0.10 % of the outstanding shares and votes in the Company.
Following completion of the Offer and subject to due settlement of the shares for which acceptances are received, the Offeror will own 314,333,380 shares in Northern Drilling, equal to approximately 89.46 % of the outstanding shares and votes in the Company.
In accordance with the terms of the Offer, settlement will be made promptly and no later than within 14 days after expiry of the acceptance period. The latest date on which settlement of the Offer will be made is accordingly on 19 January 2024.
As previously announced, Hemen will pursue a delisting of Northern Drillingâs shares from Oslo Børs following the completion of the Offer. In this connection, Northern Drilling has called for a special general meeting to consider a delisting of its shares from Oslo Børs, scheduled to be held on 9 January 2024. A separate stock exchange announcement will be published regarding the outcome of the special general meeting.
For further information, please contact:
Scott McReaken, CEO
Phone: +1 832 509 7191
Email: scott.mcreaken@northerndrilling.com
Important notice
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for distribution in Australia, Canada, the Hong Kong special administrative region of the Peopleâs Republic of China, Japan, South Africa, the United States or to any other jurisdiction where such distribution would be unlawful. The information in this announcement does not constitute an offer of securities for sale in such jurisdictions. 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. This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities in the United States.
Neither Hemen, Northern Drilling nor any of their advisors and/or any of their affiliates or any of their respective directors, officers, employees, advisers, agents or any other person(s) accept any responsibility or liability whatsoever for, or make any representation or warranty, express or implied, as to the accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating the Offer, Hemen or Northern Drilling.
Offer Restrictions
The distribution of the Offer Document and the making of the Offer may in certain jurisdictions (âRestricted Jurisdictionsâ) be restricted by law. Therefore, persons obtaining the Offer Document or into whose possession the Offer Document otherwise comes, are required to, and should inform themselves of and observe, all such restrictions. Hemen and SpareBank 1 Markets AS do not accept or assume any responsibility or liability for any violation by any person whomsoever of any such restriction.
The Offer Document is not directed to persons whose participation in the Offer requires that further offer documents are issued or that registration or other measures are taken, other than those required under Norwegian law. No document or materials relating to the Offer may be distributed in or into any jurisdiction where such distribution or offering requires any of the aforementioned measures to be taken or would be in conflict with any law or regulation of such a jurisdiction. In the event of such distribution or offering still being made, an Acceptance Form sent from such a country may be disregarded.
The Offer Document does not represent an offer to acquire or obtain securities other than Northern Drilling shares. The Offer is not open to any Northern Drilling shareholder in any jurisdiction in which it is unlawful for any person to receive or accept the Offer. No action has been taken to permit the distribution of the Offer in any jurisdiction where action would be required for such purposes (except Norway).
The Offer is not being made and will not be made, directly or indirectly, in or into the Restricted Jurisdictions. The Offer Document, and any and all materials related thereto, should not be sent or otherwise distributed in or into the Restricted Jurisdictions, and the Offer cannot be accepted by any such use, means or instrumentality, in or from within Restricted Jurisdictions. Accordingly, copies of the Offer Document and any related materials are not being, and must not be, sent or otherwise distributed in or into or from any Restricted Jurisdiction or, in their capacities as such, to custodians, trustees or nominees holding shares in Northern Drilling for persons in any Restricted Jurisdictions, and persons receiving any such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from any Restricted Jurisdiction. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions will be invalid.
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