THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN CANADA, JAPAN, AUSTRALIA, HONG KONG, SOUTH AFRICA AND NEW
ZEALAND, 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.
9 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.
The offer period in the Offer (the "Offer Period") expired at 16:30 CEST on 9
September 2026. At the expiry of the Offer Period, Hemen had received
acceptances of the Offer in respect of 60,261,375 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. Since
then, Hemen has 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 251,623,429 Shares,
representing approximately 83% of the issued share capital and voting rights in
NOL.
Please be advised that the calculation of the number of shares tendered in the
Offer is preliminary and may be subject to change until the shares tendered in
the Offer have been collected from the VPS accounts of the NOL shareholders who
have accepted the Offer following the standard T+2 settlement cycle, and such
shares have been transferred to a settlement account of Pareto Securities AS
(the "Receiving Agent").
The final result of the Offer will be announced once confirmed by the Receiving
Agent, expected during 11 September 2026.
Cash settlement for the Offer will be made pursuant to the terms of the offer
document and will take place no later than 23 September 2026, being 14 calendar
days after expiry of the Offer Period.
For further information on the Offer, refer to the offer document which is
available at www.paretosec.com/transactions, subject to regulatory restrictions
in certain jurisdictions. 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 Norw
r offer document or registration or other requirements would\
apply in addition to those undertaken in Norw\