NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN,
OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
Reference is made to the stock exchange announcement by Golden Energy Offshore
Services ASA (the "Company", and together with its consolidated subsidiaries,
the "Group") on 20 November 2025 regarding its financial reporting for the third
quarter of 2025 (the "Q3/2025 release").
In the Q3/2025 release, the Company informed that the Company's board of
directors (the "Board") together with management are working on various
alternatives to improve the Company's liquidity position. As part of this work,
the Company secured a short-term loan of USD 5 million on 1 December 2025 to
address immediate liquidity needs and is now contemplating a private placement
(the "Private Placement") of 40,000,000 new shares (the "Offer Shares") to be
issued by the Company to raise gross proceeds of NOK 320 million, equivalent to
approx. USD 31.7 million.
The subscription price per Offer Share (the "Offer Price") is fixed at NOK 8.00.
The offer size of the Private Placement is covered by pre-commitments and
indications at the Offer Price (as further described below).
The Company has engaged Pareto Securities AS (the "Manager") as manager and
bookrunner in connection with the Private Placement.
The Company has prepared a company presentation in connection with the Private
Placement, which is attached hereto and available on the Company's website
www.geoff.no.
As part of the Private Placement, the Company has also resolved to strengthen
the executive management by appointing a dedicated full-time CFO. No person has
yet been appointed for this permanent role and the Company is in the interim
engaging with qualified candidates to assume the role of acting CFO.
To further strengthen the Company's liquidity and financial position, the
Company has also committed to a sale of minimum two vessels in the near-term,
subject to market conditions. Any sale of vessels will be subject to prepayment
fees as well as certain other conditions under the Group's SLB financing.
Use of proceeds
The gross proceeds to the Company from the Private Placement will be used to:
(i) pay approx. USD 8.0 million in overdue payables, (ii) pay approx. USD 2.0
million in salary, bonuses, holiday compensation and employer's contribution
tax, (iii) repay the approx. USD 7.5 million liquidity loan (lender being
entitled to 1.5x of the principal amount of USD 5 million) provided by KJA
Partners LLC (affiliate of Clear Ocean Partners) acting as a pass-through entity
only and not entitled to the repayment amounts, (iv) repay the approx. USD 2.1
million short term loan from Pelagic Investment Fund RAIF V.C.I.C. PLC
(affiliate of Pelagic Partners), (v) repay the approx. USD 1.9 million short
term loan from KJA Partners LLC (affiliate of Clear Ocean Partners), (vi) repay
the approx. USD 1.6 million short term loan from Azure Holding Limited
(affiliate of Pelagic Partners), (vii) repay the approx. USD 1.2 million short
term loan from Per Ivar Fagervoll (CEO in Company), (viii) pay approx. USD 2.0
million in legal and financial transaction fees, and (ix) secure approx. USD 5.4
million in general corporate purposes.
While the contemplated Private Placement is expected to strengthen the Group's
liquidity during softer markets, uncertainty remains with regard to the timing
and magnitude of expected improved market conditions, and further measures may
be required to further strengthen the Group's liquidity and financial position
in the future.
Pre-commitments and indications
The Company has obtained pre-commitments from certain shareholders, subject to
customary conditions, to subscribe for Offer Shares in the Private Placement.
Clear Ocean GEOS MI LP (affiliate of Clear Ocean Partners), the largest
shareholder of the Company with 39.03% of the current shares outstanding, has
pre-committed to subscribe for approx. USD 16.36 million at the Offer Price in
the Private Placement and will be allocated Offer Shares for at least approx.
USD 12.30 million at the Offer Price. Pelagic Investment Fund RAIF V.C.I.C. PLC
(affiliate of Pelagic Partners), the second largest shareholder of the Company
with 23.63% of the current shares outstanding, has pre-committed to subscribe
for approx. USD 8.50 million at the Offer Price in the Private Placement and
will be allocated Offer Shares at least approx. USD 5.70 million at the Offer
Price. Per Ivar Fagervoll (CEO in Company) has pre-committed to subscribe for,
and will be allocated, Offer Shares for approx. USD 1.57 million at the Offer
Price in the Private Placement.
Certain other existing shareholders in the Company have collectively indicated
that they will subscribe for approx. USD 5.27 million at the Offer Price in the
Private Placement.
Lock-ups
In connection with the Private Placement, the Company, the Company's primary
insiders that own shares in the Company and the Company's largest shareholders,
Pelagic Investment Fund RAIF V.C.I.C. PLC and Clear Ocean GEOS MI LP (affiliate
of Clear Ocean Partners), have entered into certain lock-up undertakings with
the Manager for a period of six (6) months, subject to certain customary
carve-outs, following completion of the Private Placement.
The lock-up undertaking also include a voting undertaking with respect to the
resolutions required by the EGM to complete the Private Placement.
Board member Rita Granlund has not entered into a lock-up undertaking for her
10,000 shares in the Company as she is expected to resign from the Board in the
extraordinary general meeting to be held on 16 December 2025.
Application period
The application period for the Private Placement commences today, 12 December
2025, at 09:00 (CET) and will close on 12 December 2025 at 16:30 (CET). The
Company may, however, at its sole discretion and in consultation with the
Manager, extend or shorten the application period at any time and for any
reason. If the application period is shortened or extended, any other dates
referred to herein may be amended accordingly.
Allocation
Conditional allocation of the Offer Shares will be made at the sole discretion
of the Board in consultation with the Manager, following the expiry of the
application period. Allocation will be based on criteria such as (but not
limited to), pre-commitments, indications, existing ownership in the Company,
timeliness of order, relative order size, sector knowledge, perceived investor
quality and investment horizon.
Notification of conditional allocation and payment instructions is expected to
be sent by the Manager on or about 15 December 2025 before 09:00 (CET).
Settlement
The date for settlement of the Private Placement is expected to be on or about 5
January 2025, subject to, among other things, handling time for registration of
the share capital increase relating to the Private Placement in the Norwegian
Register of Business Enterprises (the "NRBE") and fulfilment of the Conditions
(see below).
The DVP settlement structure in the Private Placement is expected to be
facilitated by a pre-funding agreement expected to be entered into between the
Company and the Manager (the "Pre-Funding Agreement").
The first day of trading on Euronext Growth Oslo for the Offer Shares is
expected on or about 2 January 2025, subject to registration of the new share
capital in the NRBE. The Company will announce when such registration has taken
place.
Selling restrictions
The Private Placement is directed towards certain Norwegian investors and
international institutional investors, subject to applicable exemptions from
relevant registration, filing and offering prospectus requirements, and subject
to other applicable selling restrictions.
The minimum application and allocation size in the Private Placement is the NOK
amount equivalent to EUR 100,000 per investor, provided that the Company may, at
its sole discretion, allocate an amount below EUR 100,000 to the extent
exemptions from the prospectus requirements pursuant to applicable regulations,
including the Norwegian Securities Trading Act and ancillary regulations, are
available.
Conditions for completion
The Offer Price will be set below the current par value of the Company's shares.
Therefore, a share capital reduction to reduce the par value of the Company's
shares will be proposed in connection with the Private Placement, however,
structured so that no creditor notice period will apply. Completion of the share
capital reduction as well as the share capital increase pertaining to the
Private Placement, will be subject to approval by an extraordinary general
meeting in the Company, expected to be held on or about 29 December 2025 (the
"EGM").
Completion of the Private Placement is subject to (i) all corporate resolutions
required to implement the Private Placement being validly made by the Company,
including but not limited to, the Board and EGM resolving to approve the Private
Placement, allocate the Offer Shares, and if applicable, reduce the par value of
the Company's shares to facilitate a subscription price in the Private Placement
below the current par value, (ii) the Pre-Funding Agreement remaining in full
force and effect, (iii) the share capital increase pertaining to the issuance of
the Offer Shares and the share capital reduction pertaining to the reduction of
the par value of the Company's shares being validly registered with the NRBE,
and (iv) the Offer Shares being validly issued and registered in the Norwegian
Central Securities Depository (Euronext Securities Oslo or the "VPS") (jointly
referred to as the "Conditions").
Existing shareholders being allocated shares in the Private Placement undertake
to vote for all of its existing shares in the Company in favour of, or give a
voting proxy to be used in favour of, all of the Board's proposed resolutions
relating to the Private Placement, the share capital reduction, and the
potential Subsequent Offering (as defined below) at the EGM.
The Company reserves the right, at any time and for any reason prior to the EGM,
to cancel or modify the terms of the Private Placement. Neither the Company nor
the Manager will be liable for any losses incurred by applicants if the Private
Placement is cancelled, irrespective of the reason for such cancellation.
Equal treatment of shareholders and subsequent offering
The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The Board has considered the structure
of the contemplated Private Placement in light of the rules on equal treatment
under the Norwegian Public Limited Liability Companies Act and is of the opinion
that the proposed Private Placement is in compliance with these requirements.
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 the financing
imminently needed to improve the liquidity and financial position of the Group,
including to settle payment obligations and outstanding debt. This would not be
possible to achieve within the required timeframe by structures with longer lead
time such as a rights issue.
Subject to completion of the Private Placement and certain other conditions, the
Company will consider to carry out a subsequent offering (the "Subsequent
Offering") of new shares at the Offer Price in the Private Placement which,
subject to applicable securities law, will be directed towards existing
shareholders in the Company as of 12 December 2025 (as registered in the VPS two
trading days thereafter), 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. Launch of a Subsequent
Offering will require approval by the EGM and approval and publication of a
prospectus to be prepared by the Company. The Company reserves the right in its
sole discretion to not conduct or to cancel any Subsequent Offering. The Company
will issue a separate stock exchange notice with further details on the
Subsequent Offering if and when finally resolved.
Advisors
Pareto Securities AS is acting as manager and bookrunner in the Private
Placement. Advokatfirmaet BAHR AS is acting as legal advisor to the Company and
Advokatfirmaet Thommessen AS is acting as legal advisor to the Manager in
connection with the Private Placement.
For further information, please contact:
Per Ivar Fagervoll
pif@geoff.no
Mobile: + 47 974 28 884
***
This information is considered to include inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act. This stock exchange
announcement was published by Per Ivar Fagervoll, CEO, on 12 December 2025, at
08:00 (CET).
IMPORTANT INFORMATION
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. The
distribution of this announcement and other information may be restricted by law
in certain jurisdictions. 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. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be
registered under 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 Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any part of the offering or their securities 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 Securities
Act and "major U.S. institutional investors" as defined in Rule 15a-6 under the
United States Exchange Act of 1934.
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
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation 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 forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies and other important
factors which are difficult or impossible to predict and are beyond its control.
Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in investment levels
and need for the Company's services, changes in the general economic, political
and market conditions in the markets in which the Company operate, the Company's
ability to attract, retain and motivate qualified personnel, changes in the
Company's ability to engage in commercially acceptable acquisitions and
strategic investments, and changes in laws and regulation and the potential
impact of legal proceedings and actions. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. The Company does not provide any guarantees that the
assumptions underlying the forward-looking statements in this announcement are
free from errors nor does it accept any responsibility for the future accuracy
of the opinions expressed in this announcement or any obligation to update or
revise the statements in this announcement to reflect subsequent events. You
should not place undue reliance on the forward-looking statements in this
document.
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 respective 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 in the Company. Neither the Manager
nor any of its affiliates accepts any liability arising from the use of this
announcement.