Share Issue/Capital Change • Sep 27, 2023
Share Issue/Capital Change
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KEY INFORMATION WITH RESPECT TO 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.
Reference is made to the stock exchange notice of 27 September 2023 by Golden Energy Offshore Services AS (the “Company”) regarding the private placement of 359 million new shares (the “Private Placement”) in the Company at a fixed subscription price of NOK. 1.00 per share (the “Offer Price”).
Subject to completion of the Private Placement and certain other conditions, the Company’s Board has resolved an intention to carry out a subsequent offering (the “Subsequent Offering”) of new shares at the Offer Price which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 27 September 2023 (as registered in the VPS two trading days thereafter), who (i) were not allocated Offer 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”). The Eligible Shareholders will be granted non-tradable subscription rights.
The following key information is given with respect to the Subsequent Offering:
• Date on which the terms and conditions for the subsequent offering were announced: 27 September 2023
• Last day of trading in GEOS shares including subscription right: 27 September 2023
• Ex. date: 28 September 2023
• Record date: 29 September 2023
• Date of approval: 12 October 2023 (Extraordinary general meeting)
• Maximum number of new shares to be issued: 70,000,w000
• Subscription price: NOK 1.00 per share
The Subsequent Offering is subject to, among other things, (i) completion of the Private Placement, (ii) relevant corporate resolutions including approval by the EGM, (iii) prevailing market price of the Company’s shares being higher than the Offer Price, and (iv) publication of a national prospectus pursuant to section 7-9 of the Norwegian Securities Trading Act. The Company reserves the right in its sole discretion to not conduct or cancel the Subsequent Offering.
The subscription period in the Subsequent Offering will, subject to the above conditions, commence shortly after registration and publication of a national prospectus pursuant to section 7-9 of the Norwegian Securities Trading Act.
Arctic Securities AS, Fearnley Securities AS and Pareto Securities AS are acting as Joint Bookrunners in the Private Placement and the Subsequent Offering.
For further information, please contact:
Per Ivar Fagervoll
Mobile: + 47 974 28 884
This information is published in accordance with the requirements of the Continuing Obligations and section 5-12 of the Norwegian Securities Trading Act.
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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