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Golden Energy Offshore Services

Prospectus Oct 19, 2023

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Prospectus

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Registration of national prospectus and launch of subsequent offering

Registration of national prospectus and launch of subsequent offering

Registration of national prospectus and launch of subsequent offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, 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.

Ålesund, 19 October 2023

Reference is made to the stock exchange announcement published by Golden Energy Offshore Services AS (the "Company") on 28 September 2023 regarding the successful placement of a private placement (the "Private Placement") and the contemplated subsequent offering (the "Subsequent Offering") of up to 70,000,000 new shares in the Company. The Subsequent Offering was approved by the Company's extraordinary general meeting on 12 October 2023.

For the purposes of the Subsequent Offering, the Company has prepared a national prospectus (the "Prospectus") in accordance with section 7-8 of the Norwegian Securities Trading Act, which today was registered with the Norwegian Register of Business Enterprises. No public authority has carried out any form of review, control or approval of the Prospectus. The Prospectus does not constitute an EEA prospectus.

The Prospectus will, subject to regulatory restrictions in certain jurisdictions, be made available electronically at the following websites: https://www.arctic.com/offerings, https://transaksjoner.fearnleysecurities.com and https://paretosec.com/transactions, prior to the commencement of the subscription period on 23 October 2023.

The Subsequent Offering

The Subsequent Offering consists of an offering of up to 70,000,000 new shares in the Company (the "Offer Shares") at a subscription price of NOK 1.00 per Offer Share, which is equal to the subscription price in the Private Placement.

The Subsequent Offering is directed towards shareholders in the Company as of 27 September 2023 (as registered in the VPS two trading days thereafter, on 29 September 2023 (the “Record Date”)), who (i) were not allocated 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 “Eligible Shareholders”).

For each share recorded as held in the Company as of expiry of the Record Date, each Eligible Shareholder will be entitled to allocation of 1.70515 subscription rights (the “Subscription Rights”), rounded down to the nearest whole Subscription Right. One Subscription Right will give the right to subscribe for one Offer Share, subject to the selling and transfer restrictions set out in the Prospectus. Oversubscription and subscription without Subscription Rights will not be allowed.

The subscription period for the Subsequent Offering will commence on 23 October 2023 at 09:00 hours (CEST) and expire on 6 November 2023 at 16:30 hours (CET). Subscription Rights that are not exercised before end of the subscription period will have no value and will lapse without compensation to the holder.

For more information, please refer to the Prospectus.

Arctic Securities AS, Fearnley Securities AS and Pareto Securities AS are acting as managers in the Subsequent Offering. Advokatfirmaet BAHR AS is acting as legal advisor to the Company.

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

For further information, please contact:

Per Ivar Fagervoll

[email protected]

Mobile: + 47 974 28 884

***

This announcement is not and does not form a part of any offer for sale of any securities, and is not for release, publication or distribution, directly or indirectly, in the United States, or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. Securities may not be 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 Company does not intend to register its securities in the United States.

The distribution of this announcement into jurisdictions other than Norway may be restricted by law. Persons into whose possession this announcement 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 has not been approved by any regulatory authority.

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