Reference is made to the stock exchange announcement made by 2020 Bulkers Ltd on 16 September 2026, where the Company announced a letter of intent to acquire up to 15x large AHTS vessels and the intention to finance up to approximately USD 485 million through equity and debt, and the announcement today regarding the signing of binding agreement with the existing shareholders in AHTS AS and AHTS AS.
2020 Bulkers has retained Arctic Securities AS, Clarksons Securities AS, DNB Carnegie, a part of DNB Bank ASA, Fearnley Securities AS, Pareto Securities AS and SB1 Markets AS as joint bookrunners (the “Managers”) to advise on and effect a private placement (the “Private Placement”) to raise gross proceeds of up to USD 175 million in new ordinary shares in the Company (the “Offer Shares”). The subscription price per Offer Share in the Private Placement (the “Subscription Price”) is set to USD 0.299, equivalent to the net asset value of 2020 Bulkers (the remaining cash position of approximately USD 5 million adjusted for certain liabilities and receivables) plus USD 1 million, divided by the number of shares outstanding in the Company excluding treasury shares.
The Company has been informed by the Managers that they have received indications from high quality local and international investors that they will subscribe for such amount that the Private Placement will be fully subscribed. Based on the strong demand and in order to have an even more solid balance sheet with flexibility for further growth, the Company has decided to increase the size of the Private Placement from USD 125 million to USD 175 million.
The net proceeds from the Private Placement will be used (i) to partially fund the refinancing of the gross debt in the companies acquired through the Acquisitions (USD 100 million), as well as (ii) for operating cash, working capital, transaction costs and further M&A opportunities (USD 75 million).
The application period in the Private Placement will commence today, on 22 September 2026 at 20:00 CEST and close on 23 September 2026 at 23:00 CEST. The Company and the Managers may, however, at their sole discretion extend or shorten the application period, or cancel the Private Placement in its entirety, at any time and for any reason and on short or without notice. If the application period is extended or shortened, the other dates referred to herein might be changed accordingly.
The Private Placement is directed towards investors subject to applicable exemptions from relevant registration, filing and prospectus requirements, (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933 (the “US Securities Act”) and (ii) in the United States to “qualified institutional buyers” (QIBs) as defined in Rule 144A under the US Securities Act as well as to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934, pursuant to an exemption from the registration requirements under the US Securities Act. Applicable selling restrictions will apply. The minimum application amount has been set to the USD equivalent of EUR 100,000. However, the board of directors (the “Board”) may, at its sole discretion, allocate Offer Shares to applicants for an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement are available.
Allocation of Offer Shares will be made after the expiry of the application period, at the sole discretion of the Board, in consultation with the Managers and the existing shareholders in AHTS AS. Allocation will be based on criteria such as perceived investor quality, existing ownership in the Company, timeliness of the application, early indication, relative order size, sector knowledge, investment history and investment horizon. There is no guarantee that any potential investor will be allocated Offer Shares.
Uthalden AS, MH Capital AS and Songa Capital AS, who following completion of the Acquisitions and the Private Placement are estimated to hold approximately 21%, 11% and 10% of the shares in the Company, respectively, have entered into customary lock-up agreements for a period of six months from completion of the Acquisitions.
The Private Placement is expected to be settled on a delivery-vs-payment basis (DVP) after the Company’s special general meeting (the “SGM”), which is expected to be held on 29 September 2026, subject to a pre-funding agreement (the “Pre-Funding Agreement”) expected to be entered into between the Company and DNB Carnegie, a part of DNB Bank ASA.
The Offer Shares in the Private Placement will be issued on a separate ISIN BMG9156K1190 and will thus not be tradable on Euronext Oslo Børs or fungible with the shares currently in issue in the Company until a listing prospectus has been approved by the Norwegian Financial Supervisory Authority and published by the Company, expected during late November / early December 2026 (the “Prospectus”). The Company intends to apply for the Offer Shares to be admitted to trading on Euronext NOTC upon delivery pending approval and publication of the Prospectus. The continued listing of the Company on Euronext Oslo Børs is subject to approval and in case the Company is not approved for continued listing on Euronext Oslo Børs or alternatively Euronext Expand, the Company may instead seek to transfer its existing shares to a non-regulated market such as Euronext Growth Oslo.
The completion of the Private Placement by allocation and delivery of Offer Shares to investors is subject to (i) the Board resolving to consummate the Private Placement and conditionally allocate and issue the Offer Shares, (ii) resolution by the SGM to (a) reduce the par value of each common share in issue from USD 1 to USD 0.01 and to credit the amount of the reduction to the contributed surplus account of the Company and (b) increase the authorized share capital to USD 50,000,000, (iii) the completion of the purchase of the shares in AHTS AS, and (iv) the Pre-Funding Agreement to be concluded and remaining in full force and effect at the time of completion of the Private Placement.
Subject to, among other things, completion of the Private Placement, publication of the Prospectus and prevailing market price of the Company’s shares being equal to or higher than the Offer Price as determined by the Board, and approval by the SGM to authorize the Board to issue new shares for such purpose, the Board intends to carry out a subsequent offering (the “Subsequent Offering”) up to NOK 75 million at the Offer Price. Any such Subsequent Offering, if applicable, and subject to applicable securities laws, will be directed only towards existing eligible shareholders in the Company as of 22 September 2026 (as registered with 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 further terms regarding eligibility to participate and allocation criteria will be determined by the Board and included in the Prospectus. The Company reserves the right, in its sole discretion, to not proceed with or to cancel the Subsequent Offering. The subscription period for the Subsequent Offering, if any, will commence at a time to be determined by the Board, following approval of the Prospectus. Any subscription rights in the Subsequent Offering will be non-transferable, and oversubscription limited to up to EUR 100,000 per eligible shareholder.
The Company has considered the Private Placement in light of the equal treatment obligations under applicable regulations and is of the opinion that the waiver of the preferential rights inherent in a private placement, taking into consideration the nature and structure of the contemplated transactions, the terms of the Private Placement and alternative methods, is in the common interest of the shareholders of the Company. The Board considers that the Private Placement, taken as a whole, represent a balanced solution taking into account the common interest of the Company and its shareholders, cf. section 5-14 of the Norwegian Securities Trading Act.
Arctic Securities AS, Clarksons Securities AS, DNB Carnegie, a part of DNB Bank ASA, Fearnley Securities AS, Pareto Securities AS and SB1 Markets AS act as joint bookrunners in the Private Placement. Ro Sommernes Advokatfirma AS is acting as legal advisor to the Company. Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal advisor to the shareholders of AHTS AS. Advokatfirmaet Schjødt AS is acting as legal advisors to the Managers.
This information is subject to a duty of disclosure pursuant to Section 5-12 of the Norwegian Securities Trading Act. This information was issued as inside information pursuant to the EU Market Abuse Regulation, and was published by the Company’s CFO, Vidar Hasund, on the date and time provided.