The offering was structured as an accelerated bookbuild / registered direct offering to several investors under the company's effective shelf registration statement on Form F-3 (File No. 333-287032, declared effective May 21, 2025), rather than a traditional underwritten public offering; the placement agents purchased no shares and had no commitment to buy any shares. Fearnley Securities AS acted as global coordinator and joint bookrunner and Clarksons Securities AS acted as joint bookrunner (together, the "Placement Agents"); Pareto Securities AS was not a participant in this November 2025 offering (it joined as a third placement agent only in a subsequent, separate January 2026 offering by the company). As compensation, the company agreed to pay the placement agents a cash fee equal to 3.25% of gross proceeds (plus up to an additional discretionary 0.25%), equating to $1.15375 per share, or $3,737,499.29 in aggregate fees on the shares sold to non-affiliates, plus reimbursement of up to $20,000 of offering expenses plus legal and other out-of-pocket expenses. Net proceeds to the company, before expenses, were disclosed as $111,262,478.71 (or $34.34625 per share), with the prospectus supplement separately estimating net proceeds of approximately $110.7 million after deducting placement agent fees and other estimated offering expenses. No over-allotment or greenshoe option was disclosed in connection with this offering, and no concurrent share repurchase was announced alongside it.
The company stated it intended to use all net proceeds from the offering to partially fund the acquisition of the two newbuilding Suezmax vessels referenced above, with the balance of the purchase price expected to be funded through cash on hand, loan or sale-leaseback arrangements, or a combination thereof. If one or both vessel acquisitions were not consummated, net proceeds were to be redirected to general corporate purposes. The offering was not conditioned on completion of the vessel acquisitions.
On a dilution basis, the company had 32,194,108 common shares outstanding (excluding 695,892 shares held in treasury) immediately prior to the offering; the 3,239,436 new shares issued represented dilution of approximately 10.1 percent of shares outstanding, increasing the share count to 35,433,544 shares immediately after the offering. The prospectus supplement disclosed a historical net tangible book value of $429.8 million, or $13.35 per share, as of September 30, 2025, which was expected to increase to an as-adjusted $540.5 million, or $15.25 per share, after the offering, representing an immediate $1.90 per share increase in net tangible book value to existing shareholders and immediate dilution of $20.25 per share to new investors in the offering.
On the announcement, Advokatfirmaet BAHR AS acted as Norwegian legal counsel and Watson Farley & Williams LLP acted as US legal counsel to the company, while Advokatfirmaet Thommessen AS acted as Norwegian legal counsel and Seward & Kissel LLP acted as US legal counsel to the placement agents (Managers). Watson Farley & Williams LLP separately delivered the legal opinion as to the validity of the common shares issued, filed as Exhibit 5.1 to the company's Form 6-K dated November 20, 2025, which also disclosed the engagement letter (dated November 17, 2025) among the company, Clarksons Securities AS and Fearnley Securities AS, and the form of application agreement used with investors.
Timing ran from announcement on November 18, 2025 (bookbuilding commencing that evening) to pricing and allocation on November 19, 2025, with closing and delivery of shares through DTC, and listing on the NYSE, expected on or about November 21, 2025. The final prospectus supplement was filed with the SEC on Form 424B5 on November 20, 2025. This transaction is distinct from, and precedes, the company's subsequent and separate January 2026 registered direct offering of common shares (which priced at $36.00 per share for gross proceeds of approximately $130 million and added Pareto Securities AS as a third placement agent), which should not be conflated with this November 2025 offering despite both being linked to related Suezmax newbuilding vessel acquisitions from Daehan Shipbuilding Co., Ltd.