Jun 2022
We are pleased to bring you the Conyers 2022 Norway Bulletin. Our annual publication underscores the importance of the Norwegian market to our Bermuda corporate practice.
We greatly value the friends and business associates we have in Norway, and were very pleased to be able to resume our visits to Norway in March 2022 after an enforced three-year hiatus. We remain fully committed to our long-term relationships with Norwegian law firms, defence clubs, ship owners and financial institutions.
Reflecting on the market over the past 18 months, there have been some significant developments that underscore the importance of the Oslo market for the offshore drilling and shipping industry, as well as the close connection between Bermuda and Norway.
Oslo, already a dominant market for the offshore drilling and shipping sectors, saw record activity on the Euronext Growth Oslo (formerly the Merkur Market) in 2021, which included Bermuda incorporated issuers for the first time, further reinforcing its value as a hub for raising capital.
The Euronext Growth Oslo was designated as an “appointed stock exchange” under Bermuda’s companies Act 1981 in September 2021 (a process in which Conyers assisted – see page 3) which has facilitated Bermuda issuers listing on this dynamic exchange. The Euronext Expand and the Oslo Stock Exchange previously received this designation and have continued to see listings of Bermuda incorporated companies.
Euronext Securities Oslo was granted a licence to operate under the Norwegian Central Securities Depository Act (which incorporated into Norwegian law the Central Securities Depository Regulation, or CSDR, which was adopted by the EU in July 2014) on 28 January 2022 and took effect on 1 March 2022.
CSDR licensing means that Oslo will continue to provide a stable and efficient market infrastructure for the dynamic Norwegian capital market, attracting issuers, investors and market participants from all over the world.
Bermuda is among the few CSDR-compliant jurisdictions which also has all three Norwegian exchanges available to issuers due to their “appointed stock exchange” designation, further reinforcing the case for companies to use Bermuda as their first choice offshore jurisdiction through which to raise capital in Oslo.
As of May 2022, there were 22 Bermuda companies listed on the three stock exchanges in Oslo, representing a market capitalization of more than US$24 billion.
Bermuda companies continue to be active, both in new listings and new bond issuances.
Among these new listings and bond issuances, we would highlight the following:
- Odfjell Technology’s US$113 million bond offering in February 2022, which, together with a US$25 million loan, was used to repay a debt of US$150 million and related to the company being spun off from Odfjell Drilling. Odfjell Technology began trading its shares and bonds on the Oslo Stock Exchange in March 2022.
- Golar LNG’s US$300 million bond issue in October 2021.
The past year has seen a number of other significant transactions. In recent merger activity, Hafnia completed the acquisition of Chemical Tankers Inc. from funds managed by Oaktree Capital Management and other shareholders in January 2022, resulting in Hafnia gaining a modern fleet of 32 IMO II tankers. Hafnia also successfully raised US$100 million in a private placement, putting some of those proceeds towards working capital for the new fleet. Earlier in May 2021 Larus Holding Limited, a joint venture between Leif Höegh & Co. Ltd and funds managed by Morgan Stanley Infrastructure Partners, completed the acquisition by way of an amalgamation of the remaining outstanding shares of Höegh LNG Holdings Ltd., then listed on the Oslo Stock Exchange.
Another significant deal involves the proposed combination of Frontline and Euronav in April 2022. If the combination materializes, the combined group will continue under the name Frontline. Of greatest significance is Norway’s most valuable listing for two decades: the US$12.4 billion listing of AutoStore in October 2021.