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. FURTHER RESTRICTIONS APPLY.
Ålesund, 9 April 2026
Reference is made to the stock exchange announcement published by Golden Energy
Offshore Services ASA (the "Company") on 12 December 2025 regarding the
successful placement of a private placement (the "Private Placement") and the
contemplated subsequent offering (the "Subsequent Offering") of up to 5,625,000
new shares in the Company.
The Board of Directors has resolved to proceed with the Subsequent Offering by
issuing up to 5,625,000 new shares in the Company, each with a nominal value of
NOK 8.00, (the "Offer Shares"), raising gross proceeds of up to NOK 45,000,000.
The resolution to increase the share capital was made pursuant to the
authorisation granted to the Board of Directors by the annual general meeting of
the Company held on 10 June 2025.
The terms and conditions for the Subsequent Offering are set out in a national
prospectus prepared by the Company in accordance with chapter 7 of the Norwegian
Securities Trading Act (the "Prospectus"), 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 and an ancillary subscription form will, subject to regulatory
restrictions in certain jurisdictions, be made available at the following
website of Pareto Securities AS (the "Manager"), prior to the commencement of
the subscription period on 10 April 2026: www.paretosec.com/transactions.
The Subsequent Offering consists of an offering of up to 5,625,000 new shares in
the Company at a fixed subscription price of NOK 8.00 per Offer Share, equal to
the subscription price in the Private Placement. Subject to all Offer Shares
being issued, the Subsequent Offering will generate gross proceeds of NOK 45
million.
The subscription period for the Subsequent Offering will commence on 10 April
2026 at 09:00 (CEST) and expire on 17 April 2026 at 16:30 (CEST) (the
"Subscription Period") (subject to any extension).
The Subsequent Offering is directed towards shareholders in the Company as of 12
December 2025 (as registered in the VPS two trading days thereafter, on 16
December 2025 (the "Record Date")), who (i) were not included in the
pre-sounding phase of the Private Placement, (ii) were not allocated offer
shares in the Private Placement, and (iii) 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 1.847199
non-tradable subscription rights (the "Subscription Rights"), rounded down to
the nearest whole Subscription Right. One Subscription Right will, subject to
applicable law, give the right to subscribe for, and be allocated, one Offer
Share. Oversubscription with Subscription Rights will be allowed. Subscription
without subscription rights will not be allowed.
The Subscription Rights must be used to subscribe for Offer Shares prior to
expiry of the Subscription Period on 17 April 2026 at 16:30 (CEST). Subscription
Rights that are not exercised before the end of the Subscription Period will
have no value and will lapse without compensation to the holder.
The Company reserves the right, at its own discretion, to shorten or extend the
Subscription Period at any time and for any reason, without any prior written
notice. If the Subscription Period is shortened or extended, the other dates set
out herein may be amended accordingly.
Subscription for Offer Shares may be made by submitting a correctly completed
subscription form (attached to the Prospectus) to the Manager in accordance with
the terms and conditions set out in the Prospectus. Eligible Shareholders who
are residents of Norway with a Norwegian national identity number (Nw.: fødsels-
og personnummer) may subscribe for Offer Shares by way of online subscription.
The subscription form and further instructions regarding the subscription
procedure are available in the Prospectus.
Notifications of allocated Offer Shares and the corresponding subscription
amount to be paid are expected to be made available to subscribers on or about
20 April 2026. The payment date for the Offer Shares allocated in the Subsequent
Offering is expected to be on or about 22 April 2026. Subject to timely payment
of the Offer Shares, the Company expects that the share capital increase
pertaining to the Subsequent Offering will be registered with the Norwegian
Register of Business Enterprises on or about 28 April 2026 and that the Offer
Shares will commence trading on Euronext Oslo Børs on or about 29 April 2026.
The Offer Shares will, upon registration of the share capital increase
pertaining to the Subsequent Offering with the Norwegian Register of Business
Enterprises, be registered in the VPS in book-entry form. The Offer Shares will
rank pari passu in all respects with the Company's existing shares and will
carry full shareholder rights from the time of such registration.
Additional information regarding the Subsequent Offering, including procedures
for subscription, payment and delivery of the Offer Shares, the Prospectus.
Pareto Securities AS is acting as manager in the Subsequent Offering.
Advokatfirmaet BAHR AS is acting as legal advisor to the Company.
For further information, please contact:
Per Ivar Fagervoll
CEO
pif@geoff.no
Mobile: + 47 974 28 884
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
***
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "US Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the US Securities Act and in accordance with applicable U.S. state securities
laws. The Company does not intend to register any part of the offering in the
United States or to conduct a public offering of securities in the United
States. Any sale in the United States of the securities mentioned in this
announcement will be made solely to "qualified institutional buyers" as defined
in Rule 144A under the US Securities Act.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression "EU
Prospectus Regulation" means Regulation (EU) 2017/1129 as amended (together with
any applicable implementing measures in any Member State).
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons").
This communication must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which this
communication relates is available only for relevant persons and will be engaged
in only with relevant persons. Persons distributing this communication must
satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute or include certain
forward-looking statements. Forward-looking statements are statements that are
not historical facts and may include, without limitation, any statements
preceded by, followed by or including words such as "aims", "anticipates",
"believes", "can have", "continues", "could", "estimates", "expects", "intends",
"likely", "may", "plans", "projects", "should", "target" "will", "would" and
words or expressions of similar meaning or the negative thereof. These
statements are based on the management's current views and assumptions and
involve both known and unknown risks and uncertainties and assumptions that are
within and outside the management's control. Although the Company believes that
the expectations implied in any such forward-looking statements are reasonable,
no assurance can be given that such expectations will prove to be correct.
Actual results, performance or events may differ materially from those set out
or implied in the forward-looking statements. No representation is made that any
of these forward-looking statements or forecasts will come to pass or that any
forecast result will be achieved. The forward-looking statements included in
this announcement represent the Company's views as of the date of this
announcement and subsequent events and developments may cause the Company's
views to change. The Company disclaims any obligation to update forward-looking
information except as required by law. Readers should not place undue reliance
on any forward-looking statement.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
Neither the Manager nor any of its affiliates makes any representation as to the
accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred to
herein.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the Manager
nor any of its affiliates accepts any liability arising from the use of this
announcement.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.