Cetus Maritime Holdings Limited: Contemplated Private Placement and Subsequent Listing on Euronext Growth Oslo
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Hong Kong, 10 November 2026: Cetus Maritime Holdings Limited ("Cetus" or the "Company", and together with its subsidiaries, the "Group") has engaged Clarksons Securities AS and DNB Carnegie, a part of DNB Bank ASA, to act as joint global coordinators and joint bookrunners (the "Joint Global Coordinators"), and Nordea Bank Abp NUF as joint bookrunner (together with the Joint Global Coordinators, the "Managers") to advise on and effect a contemplated private placement of new shares in the Company (the "Private Placement"), and a subsequent listing of the Company's shares on Euronext Growth Oslo.
Subject to, among other things, Euronext Oslo Børs' approval of the Company's listing application, expected to be submitted on or about 10 November 2026, and a successful completion of the Private Placement, the Company's shares are expected to commence trading on Euronext Growth Oslo on or about 18 November 2026 under the ticker "CTUS" (the "Listing").
Cetus is an international dry bulk shipping company that owns, operates and manages a fleet of geared bulk carriers in the Handysize and Ultramax segments. The Group traces its history back to 2004, when its direct predecessor Oriental Steamship Limited was founded. The Group in its current form was established in January 2023 through the merger of Asia Maritime Pacific and HBC Hamburg Bulk Carriers.
In connection with the Private Placement, and prior to the Listing, the Company expects to complete the acquisition of (i) 13 Handysize and Ultramax vessels from Seacon Shipping Group Holdings Limited ("Seacon") and (ii) Syngrace Limited, holding shipbuilding contracts for three Handysize vessels from CIMC Qianhai Commerce and Trading Co. Limited (together, the "Seacon Transaction"). The purchase price of the Seacon Transaction will be settled by (i) approximately USD 72.53 million in cash consideration and (ii) the remainder by issuance of 37,341,289 consideration shares in the Company to Seacon. Following completion of the Seacon Transaction and the sale of a 2013-built vessel during Q4 2026, the Group will operate a fleet of 42 vessels, of which 34 are currently on the water and owned, leased or chartered-in by the Group, and eight are newbuildings under construction at leading shipyards, with deliveries scheduled from 2027 to 2028. The Group carries on business as an "operator", meaning that it maintains a diversified cargo book of dry bulk transportation business which it performs on its owned and chartered-in vessels, primarily in the spot and short-term charter markets. The Group's cargo base includes steel products, grains, agricultural products, concentrates and forest products; no single cargo represents more than 15% of the Group's annual cargo carried, and no single customer represents more than 10% of its overall business.
The Private Placement
The Private Placement will comprise an offering of up to approximately 95.6 million new shares in the Company (the "New Shares") at a fixed price of the NOK equivalent of USD 1.83 per share (the "Offer Price"). The issuance of New Shares will raise gross proceeds to the Company of the NOK equivalent of approximately USD 175 million. The Offer Price represents a pre-money equity value of the Company of approximately USD 239 million, based on the Company's 130,575,465 issued and outstanding shares prior to the Private Placement and the Seacon Transaction. Further, including the Seacon Transaction, the Offer Price represents a pre-money equity value of the Company of approximately USD 307 million.
The net proceeds to the Company from the sale of New Shares and any new shares issued upon exercise of the Greenshoe Option will be used to finance the cash consideration for the Seacon Transaction, fund the equity portion of newbuild payments, and deleverage the fleet, as well as support general corporate and working capital requirements.
In addition to the New Shares, the Joint Global Coordinators may elect to over-allot up to approximately 13.7 million additional existing shares in the Company borrowed from Pacific Transportation Asia LLC ("PTA") at the Offer Price, representing up to 15% of the number of New Shares allocated in the Private Placement, which is equal to the NOK equivalent of approximately USD 25 million (the "Additional Shares", and together with the New Shares, the "Offer Shares"). The size of the Private Placement (including over-allotment) is up to approximately 109.3 million Offer Shares, raising up to approximately the NOK equivalent of USD 200 million.
The over-allotment of the Additional Shares will be facilitated by a share lending arrangement between PTA, the largest shareholder in the Company, holding approximately 86% of the current shares outstanding (the "Share Lender"), the Company and the Joint Global Coordinators (the "Share Lending Arrangement"), whereby DNB Carnegie, a part of DNB Bank ASA, in its capacity as stabilisation manager on behalf of the Joint Global Coordinators (the "Stabilisation Manager"), will borrow a number of existing shares in the Company, from the Share Lender, equal to the number of Additional Shares allocated in the Private Placement. The borrowed Additional Shares will be redelivered to the Share Lender by the Stabilisation Manager upon the expiry of a 30-day stabilisation period commencing at the time of the Listing (the "Stabilisation Period"). The Stabilisation Manager may engage in stabilisation activities during the Stabilisation Period by buying shares in the Company on Euronext Growth Oslo, limited upwards to the amount of borrowed Additional Shares, at prices equal to or lower than (but not above) the Offer Price.
The Company has granted the Stabilisation Manager a greenshoe option (the "Greenshoe Option") which gives the Stabilisation Manager the right to subscribe for a number of new shares in the Company, limited upwards to the amount of borrowed Additional Shares, at the Offer Price, to cover the potential short position resulting from the over-allotment made in the Private Placement, which has not been covered through share purchases by the Stabilisation Manager as part of any stabilisation activities conducted during the Stabilisation Period. The Greenshoe Option will be exercisable, in whole or in part, by the Stabilisation Manager within the Stabilisation Period. No consideration will be payable by the Joint Global Coordinators for the Share Lending Arrangement or the Greenshoe Option. Any net profit generated from stabilisation activities conducted by the Stabilisation Manager during the Stabilisation Period shall be for the benefit of the Company.
The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The board of directors of the Company (the "Board") may, however, at its sole discretion, offer and allocate Offer Shares for an amount below the NOK equivalent of EUR 100,000 to the extent exemptions from prospectus requirements pursuant to Regulation (EU) 2017/1129 and ancillary regulations, as amended and as implemented by the Norwegian Securities Trading Act, are available.
Timeline and application period
The application period in the Private Placement will commence today, 10 November 2026 at 14:30 CET and close on 12 November 2026 at 16:30 CET (the "Application Period"). The Company and the Joint Global Coordinators may, however, at their sole discretion, shorten or extend the Application Period at any time and for any reason on short or without notice. If the Application Period is shortened or extended, the other dates referred to herein might be changed accordingly.
Investor indications
The Company has received indications from the following investors who intend to subscribe in the Private Placement for a total amount of USD 106.5 million in aggregate at the Offer Price:
Affiliate of Eastern Pacific Shipping Pte. Ltd.
Albemarle Shipping Fund Songa Capital AS DNB Asset Management
In addition, the Managers have received additional indications of interest from other investors such that the Private Placement is covered upon launch, including the Additional Shares under the over-allotment option.
Allocation and settlement
The allocation of Offer Shares will be determined following the Application Period, and the final allocation will be made at the sole discretion of the Board (in consultation with the Joint Global Coordinators). The Board will focus on criteria such as (but not limited to) perceived investor quality, timeliness of the application, early indication relative order size, sector knowledge, investment history and investment horizon. Notification of allocation is expected to be sent to the applicants by the Managers on or about 13 November 2026.
The Offer Shares allocated in the Private Placement are expected to be settled on a delivery versus payment ("DvP") basis on or about 18 November 2026, following satisfaction of the Conditions (as defined below).
Lock-up
The Company, PTA, Seacon, the Company's Board members and members of the executive management have entered into customary lock-up arrangements in connection with the Private Placement that restrict, subject to certain exemptions, their ability to issue, sell or dispose of any shares in the Company, as applicable. The Company, Seacon and PTA have entered into lock-up arrangements for a period of 6 months, and the Company's Board members and the members of the Company's executive management have entered into lock-up arrangements for a period of 12 months.
Conditions for completion of the Private Placement
Completion of the Private Placement is conditional upon: (i) all corporate resolutions of the Company required to implement the Private Placement and the Listing being validly made, including final approval by the Board of the Private Placement, (ii) the completion of the Seacon Transaction, (iii) Euronext Oslo Børs having approved the application for Listing (subject to completion of the Private Placement), (iv) the placement agreement entered into between the Company, PTA and the Managers in respect of the Private Placement (including the Share Lending Arrangement) remaining in full force and effect, and (v) the New Shares being validly issued and registered in the Norwegian Central Securities Depository (Euronext Securities Oslo or the "VPS") (collectively, the "Conditions"). There can be no assurance that these Conditions will be satisfied. If the Conditions are not satisfied, the Private Placement may be revoked or suspended, and the Listing may not take place.
The Company reserves the right, at any time and for any reason, to cancel the Private Placement. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason.
Advisors
Clarksons Securities AS and DNB Carnegie, a part of DNB Bank ASA, are acting as joint global coordinators in the Private Placement and as Euronext Growth advisors to the Company in connection with the Listing. Nordea Bank Abp NUF is acting as joint bookrunner in the Private Placement.
Advokatfirmaet Thommessen AS is acting as Norwegian legal counsel and Conyers Dill & Pearman LLP is acting as Cayman Islands counsel to the Company. Advokatfirmaet BAHR AS is acting as legal counsel to the Managers.
For more information, please contact:
Tabitha Logan tlogan@cetusmaritime.com
+852 2147 2010
IMPORTANT NOTICE
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
These materials are not and do not form a part of any offer of securities for sale, or a solicitation of an offer to purchase, any securities of the Company in the United States or any other jurisdiction. Copies of these materials are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned herein will be made solely to "qualified institutional buyers" (QIBs) as defined in Rule 144A under the Securities Act, pursuant to an exemption from the registration requirements under the Securities Act, as well as to major U.S. institutional investors under SEC Rule 15a-6 under the United States Exchange Act of 1934, as amended.
In any EEA member state, this communication is only addressed to and is only directed at qualified investors in that member state within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive any offering of securities referred to in this announcement without an approved prospectus in such EEA member state. "EU Prospectus Regulation" means Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures in any EEA member state).
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors (as defined in the Public Offers and Admissions to Trading Regulations 2024) who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
This communication contains certain forward-looking statements concerning future events, including possible issuance of equity securities of the Company and listing of securities. 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, but the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. The forward-looking statements in this communication are based upon various assumptions, many of which are based, in turn, upon further assumptions. The Company believes that these assumptions were reasonable when made. However, 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 include, but are not limited to, the possibility that the Company will determine not to, or be unable to, issue any equity securities or list its securities on a particular stock market, and could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors. Accordingly, you should not unduly rely on these forward-looking statements, which speak only as of the date of this communication.
The information, opinions and forward-looking statements contained in this communication speak only as at its date and are subject to change without notice. Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this communication whether as a result of new information, future developments or otherwise.
The Managers are acting exclusively for the Company and no one else in connection with the Private Placement and the Listing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
The Private Placement may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Private Placement will proceed and that the Listing will occur.
Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Specifically, neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.