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Ålesund, 27 June 2020: Golden Energy Offshore Services (ticker: GEOS-ME) (the “Company”) refers to the notice made 19 June 2020 announcing the private placement of new shares (“New Shares”) with the objective of raising gross proceeds of minimum NOK 10,000,000 and maximum NOK 35,415,872 at subscription price per New Share of NOK 1 directed towards eligible existing shareholders and certain other qualified investors (the “Private Placement”).
The application period for the Private Placement ended 26 June 2020 and a total of 10,257,890 New Shares were ordered, resulting in gross proceeds to the Company of NOK 10,257,890 at completion of the Private Placement. The share capital increase was approved by an extraordinary general meeting of the Company yesterday; reference is made to the notice made 26 June 2020 and the therein attached minutes from the general meeting.
All shareholders having applied for New Shares have been allocated New Shares for the full amount applied for.
Primary insider, director and CEO Per Ivar Fagervoll has applied for and will be allocated 1,236,666 shares at the subscription price of NOK 1 per share. Following completion Per Ivar Fagervoll will own 1,773,332 shares representing 3.88% of the total new share capital. Fagervoll also have 266,667 warrants with a strike price of NOK 4.3 of which all must be exercised within 1 month after publishing of the 2019 financials. In addition Fagervoll also indirectly owns 1.13% of the Company through his ownership in Golden Energy Offshore Management AS.
It is expected that the share capital increase pertaining to the New Shares will be registered in the Norwegian Register of Business Enterprises after payment for the New Shares have been made. Following such registration, the Company’s share capital will be NOK 45,673,762 divided by 45,673,762 shares each at the nominal amount of NOK 1.
On account of the Private Placement having been successfully completed, the EGM’s resolution to give the board of directors of the Company a power of attorney to further increase the share capital of the Company is then effective and shall be registered in the Norwegian Register of Business Enterprises in conjunction with the above described capital increase. Reference is made to the announcements made by the Company on 19 and 26 June 2020 respectively.
Pursuant to the power of attorney given, the board may increase the share capital of the Company with an amount up to NOK 22,707,936; equalling a maximum of 22,707,936 new shares each with a nominal value of NOK 1. The subscription price for such new shares shall not be less than NOK 1.25 per share, and the power of attorney is valid for a period of six (6) months from the date of the general meeting (being 26 June 2020).
For further information contact:
Per Ivar Fagervoll
pif@geoff.no
mobile + 47 974 28 884
Important Notice
The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Company's advisors are acting exclusively for the Company and no one else, and will not be responsible to anyone other than the Company for providing the protections afforded to its respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.
The distribution of this announcement and other information in connection herewith may be restricted by law in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about, and to observe, any such restrictions. This announcement may not be used for, or in connection with, and does not constitute, any offer of securities for sale in the United States or in any other jurisdiction.
This announcement does not constitute any offer and the Company will not be making any offer in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. This announcement is not for distribution, directly or indirectly in or into any jurisdiction in which it is unlawful to make any offer or solicitation to such person or where prior registration or approval is required for that purpose. No steps have been taken or will be taken relating to the information in this announcement in any jurisdiction in which such steps would be required. Neither the publication and/or delivery of this announcement shall under any circumstances imply that there has been no change in the affairs of the Company or that the information contained herein is correct as of any date subsequent to the earlier of the date hereof and any earlier specified date with respect to such information.
This announcement is not for publication or distribution, directly or indirectly, in the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The shares to be issued in the Private Placement have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account of, U.S. persons (as such term is defined in Regulation S under the US Securities Act), except pursuant to an effective registration statement under, or an exemption from the registration requirements of, the US Securities Act. All offers and sales outside the United States will be made in reliance on Regulation S under the US Securities Act. There will be no public offer of securities in the United States.
This announcement does not constitute an offering circular or prospectus in connection with an offering of securities of the Company. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in investor material made available by the Company only to qualified persons in certain jurisdictions where an offer may lawfully be made. This announcement does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for, any securities and cannot be relied on for any investment contract or decision.
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. 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.