Hemen Holding Limited (“Hemen”) has on 17th September 2025 entered into an agreement with Grosvenor Holding Limited to sell 45,482,308 shares in Northern Ocean Ltd. (“NOL”), representing approximately 15% of NOL's issued share capital and voting rights (the “Transaction”).
Following completion of the Transaction, Hemen will hold 104,066,597 shares in NOL, corresponding to approximately 34.32% of NOL's issued share capital and voting rights. In addition, pursuant to the TRS agreement announced on 15 May 2025, Hemen has financial exposure to a further 15,000,000 shares, representing approximately 4.94% of the issued share capital and voting rights in NOL.
Accordingly, upon completion of the Transaction, Grosvenor Holding Limited will hold 45,482,308 shares in NOL, representing approximately 15% of NOL's issued share capital and voting rights.
Hemen and Grosvenor are indirectly controlled by C.K. Limited (the “Trustee”), in its capacity as trustee of two discretionary family trusts (The GHL no. 1 Trust (50%) and The GHL No. 2 Trust (50%) (together, the “Trusts”)). The Trusts were established in 2008 by Mr. John Fredriksen for the benefit of his immediate family. Mr. John Fredriksen is neither a trustee nor a beneficiary of the Trusts and has disclaimed any beneficial ownership or control over the assets of the Trusts, save for any indirect influence in his capacity as settlor.
Finanstilsynet, in its capacity as the takeover supervisory authority, has, pursuant to section 6-2 (3) of the Norwegian Securities Trading Act of 29 June 2007 No. 75 (the “STA”), granted an exemption for the mandatory offer obligations that would otherwise have arisen as a result of the transfer.
This notification is made pursuant to Section 4-3 of the STA.