Share Issue/Capital Change • Oct 20, 2025
Share Issue/Capital Change
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Bruton Limited (BRUT) Launch of a Private Placement of up to USD 100 million
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, THE UNITED STATES
OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, SELL
OR SUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.
Hamilton, Bermuda, 20 October 2025
Bruton Limited (Euronext Growth Oslo: BRUT) (the "Company") hereby refers to
its press releases on 11 September 2025 and 13 October 2025 and announces that
it is launching a private placement (the "Private Placement") of the NOK
equivalent of up to USD 100 million in new Norwegian Depository Receipts
("NDRs") representing new underlying common shares on a one-to-one basis (the
"Private Placement Shares").
The subscription price per Private Placement Share (the "Offer Price"), will
be the NOK equivalent of USD 4.29. The final number and allocation of the
Private Placement Shares will be set in accordance with directions from the
Company's board of directors (the "Board") based on an accelerated
bookbuilding process conducted by the Managers (as defined below).
The underlying common shares represented by the new NDRs will be in the same
class as the existing underlying common shares in the Company represented by
existing NDRs, and will have par value of USD 0.10. Upon the issuance of the
Private Placement Shares, they will be recorded in Euronext Securities Oslo
("Euronext VPS") as NDRs and delivered to the subscribers in the Private
Placement.
The proceeds from the Private Placement will be used to finance the Company's
newbuilding program, and general corporate purposes.
The bookbuilding period in the Private Placement (the "Bookbuilding Period")
commences today on 20 October at 09.00 (CEST) and closes on 22 October at
16.30 hours (CEST). The Company may, in its own discretion, extend or shorten
the Bookbuilding Period at any time and for any reason. If the Bookbuilding
Period is extended or shortened, any other dates referred to herein may be
amended accordingly.
The Company has received pre-commitments for the NOK equivalent of USD 11
million of Private Placement Shares from Drew Holdings Ltd. and the NOK
equivalent of USD 38 million from Koch Shipping Pte. Ltd.
The Private Placement will be directed towards Norwegian and international
investors subject to and in compliance with applicable exemptions from
relevant registration, filing and prospectus requirements, and subject to
other applicable selling restrictions. The minimum application and allocation
amount in the Private Placement has been set to the NOK amount equivalent to
EUR 100,000. The Company may, however, at its sole discretion, allocate an
amount below EUR 100,000 to the extent applicable exemptions from the
prospectus requirement pursuant to applicable regulations, including
Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") and ancillary
regulations, are available.
The conditional allocation of Private Placement Shares will be determined by
the Board at its sole discretion, in consultation with the Managers following
the expiry of the Bookbuilding Period. Delivery of the Private Placement
Shares allocated in the Private Placement is expected to be settled through a
delivery versus payment ("DVP"), expected on or about 27 October 2025. The
Private Placement Shares are expected to be pre-paid by the Managers, pursuant
to a pre-payment arrangement, to facilitate prompt issue of the Private
Placement Shares.
The completion of the Private Placement is subject to customary conditions,
including (i) all necessary corporate resolutions being validly made by the
Company, including the approval by the Board, and the Board's resolution to
allocate and issue the Private Placement Shares, and (ii) the issuance of the
Private Placement Shares in Euronext VPS having taken place (the
"Conditions"). The Company and the Managers reserve the right, at any time and
for any reason, to cancel and/or modify the terms of the Private Placement
without notice. Neither the Managers nor the Company will be liable for any
losses incurred by applicants if the Private Placement is cancelled or
modified, irrespective of the reason for such cancellation or modification.
The Board has carefully considered the structure of the equity raise in light
of the equal treatment considerations under Bermuda law. The Board is of the
view that it will be in the common interest of the Company and its
shareholders to raise equity through a private placement, in particular
because the Private Placement enables the Company to secure equity financing
to accommodate the Company's funding requirements. Further, a private
placement will reduce execution and completion risk, as it enables the Company
to raise equity efficiently and in a timely manner, with a lower discount to
the current trading price, at a lower cost and with a significantly reduced
completion risk compared to a rights issue. It has also been taken into
consideration that the Private Placement is based on a publicly announced
accelerated bookbuilding process.
Clarksons Securities AS is acting as Global Coordinator and Joint Bookrunner
and ABG Sundal Collier ASA, Arctic Securities AS, DNB Carnegie, a part of DNB
Bank ASA, and Fearnley Securities AS are acting as Joint Bookrunners (together
the "Managers"). Ro Sommernes advokatfirma DA is acting as legal advisor to
the Company in connection with the Private Placement.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and subject to the disclosure requirements pursuant to
section 5-12 of the Norwegian Securities Trading Act. This stock exchange
notice was published by Alfi Lao, Contracted Chief Accounting Officer, on the
date and time as set out in the release.
About Bruton Limited: Bruton Limited is an industrial player incorporated in
Bermuda and seeking to make strategic investments in the shipping, offshore
and energy sectors, currently focusing on its VLCC newbuilding program.
Important note: This announcement is not being made in or into Canada,
Australia, Japan, Hong Kong or in any other jurisdiction where it would be
prohibited by applicable law. This distribution is for information purposes
only and does not constitute or form part of an offer or solicitation of an
offer to purchase or subscribe for securities in the United States ("U.S.") or
in any jurisdiction in which, or to any persons to whom, such offering,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any jurisdiction. The securities referred to
herein have not been and will not be registered under the U.S. Securities Act
of 1933 (the "U.S. Securities Act") or applicable state securities laws and
may not be offered or sold in the United States or to U.S. persons unless such
securities are registered under the U.S. Securities Act, or an exemption or
exclusion from the registration requirements of the U.S. Securities Act is
available.
Forward looking statements: This announcement includes forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934, including a potential issuance of Private Placement Shares, the
conditions of the Private Placement, the use of proceeds therefrom, the
expected timing of the Private Placement and other statements relating to the
transactions contemplated herein and other non-historical statements. These
forward-looking statements are subject to numerous risks, uncertainties, and
assumptions, including risks relating to the contemplated Private Placement,
including conditions to completion of the Private Placement, risks related to
the Private Placement and other risks included in the investor material part
of the Private Placement and in the information document published in
connection with the Company's listing on Euronext Growth Oslo in 2024.
Forward-looking statements reflect knowledge and information available at, and
speak only as of, the date they are made. Except as required by law, the
Company undertakes no obligation to update or revise publicly any
forward-looking statements, whether because of new information, future events
or otherwise, after the date hereof or to reflect the occurrence of
unanticipated events. Readers are cautioned not to place undue reliance on
such forward-looking statements.
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