Volare Shipping Ltd.: Contemplated Private Placement and Subsequent Listing on Euronext Growth Oslo
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21 September 2026: Volare Shipping Ltd. ("Volare" or the "Company") has engaged Clarksons Securities AS and Fearnley Securities AS as Joint Global Coordinators and Joint Bookrunners (together, the "Managers") to advise on and effect a contemplated private placement of new shares of the Company to raise up to the NOK equivalent of approx. USD 500 million (excluding the Greenshoe Option (as defined below)) in gross proceeds (the "Private Placement") and a subsequent listing of the Company's shares on Euronext Growth Oslo (the "Listing").
Subject to, among other things, Euronext Oslo Børs' approval of the Company's listing application, expected to be submitted on or about 28 September 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 5 October 2026, under the ticker "VLCC".
The Company is newly established. Its purpose is to own, operate and scale a modern fleet of oil tankers. The Company is incorporated as a public company limited by shares under the laws of Singapore, and has registration number 202605581W.
The Company's fleet consists of 14 Very Large Crude Carriers ("VLCCs"), comprising six vessels currently on the water and eight newbuild vessels under construction (the "Newbuilding Programme"), with deliveries scheduled progressively from May 2027 through October 2028. Paid instalments under the Newbuilding Programme to-date have been financed with equity from Trafigura Volare Holdings B.V. ("Volare Holdings"), the Company's sole current shareholder, apart from approximately USD 7 million which is financed through an intercompany loan provided by Trafigura Maritime Logistics Pte. Ltd. ("TML") (the "Intercompany Loan"). Outstanding instalments under the Newbuilding Programme are expected to be financed through a combination of equity proceeds from the Private Placement and debt financing. TML provides commercial management, coordination and oversight of technical management, and general and administrative services to the Company and its subsidiaries.
Volare investment highlights
o A modern, high-specification fleet, comprising 14 VLCCs in aggregate. All vessels are Eco, scrubber-fitted, and comply with applicable international environmental and regulatory standards. Once fully delivered, the combined fleet has a total capacity of approximately 4.4 million deadweight tonnage ("DWT"). At an average age of approximately 3 years on full delivery in October 2028, the fleet ranks among the youngest and most technically advanced in the listed VLCC sector.
o The vessels under the Newbuilding Programme each have a capacity of 319,000 DWT and are constructed to enhanced specifications, including ammonia-ready dual-fuel capability and special LR6 coating and coils to enable the transportation of both crude and clean petroleum products.
o The commercial strategy prioritises spot market exposure in order to capture upside in current strong freight rate environments, whilst maintaining the flexibility to selectively fix vessels on time charter where risk-adjusted returns are compelling.
o Volare is backed by TML, which operates the largest fleet amongst non-traditional tanker-owning companies. This relationship provides Volare with significant commercial scale, cargo optionality and an industry-leading chartering platform. TML manages approximately 500 vessels across multiple segments, including around 250 oil tankers, and executes approximately 5,250 voyages per year across all segments. TML is in turn controlled by Trafigura Group Pte. Ltd. ("Trafigura"), a global commodities trading and logistics company. Trafigura employs approximately 14,500 people and operates in over 150 countries.
Andrea Olivi, Chair of the Board of Directors of Volare Shipping and Global Head of Shipping at Trafigura, commented: "Trafigura's growing footprint in the VLCC segment has revealed a clear opportunity to invest further in modern tonnage, alongside outside investors. Long-term fundamentals in crude oil transportation remain supportive, and a dedicated, listed company gives Volare Shipping investors direct exposure to the sector. Oslo is home to one of the world's leading stock exchanges for shipping companies. Access to this market will provide Volare Shipping with a strong platform for growth, and we look forward to scaling this new platform alongside other shareholders."
Alexandre Duff, Chief Executive Officer of Volare Shipping, commented: "Volare Shipping combines one of the youngest and most technically-advanced VLCC fleets in the market with access to Trafigura's global trading, chartering and analytics platform. Once the remaining newbuild vessels are delivered, we will own 14 modern VLCCs. The contemplated private placement will fully fund our current newbuilding programme, while our proven operational expertise positions Volare Shipping to deliver attractive long-term value for all shareholders."
The Private Placement
The Private Placement will comprise an offering of new shares to be issued by the Company (the "New Shares") at a fixed price of NOK 154 per New Share (the "Offer Price"), to raise gross proceeds to the Company of up to the NOK equivalent of approx. USD 500 million. The Offer Price represents a pre-money equity value of the Company of approx. NOK 6.1 billion.
The net proceeds to the Company from the Private Placement will be used for (i) funding of the remaining CAPEX commitments relating to the Newbuilding Programme, (ii) debt reductions on outstanding leases and repay the Intercompany Loan, (iii) working capital, (iv) transaction costs and (v) general corporate purposes.
In addition to the New Shares, the Managers may elect to over-allot additional shares in the Company (the "Additional Shares", and together with the New Shares, the "Offer Shares") at the Offer Price, corresponding to up to 15% of the number of New Shares allocated in the Private Placement.
The over-allotment of the Additional Shares will be facilitated by a share lending agreement between Volare Holdings, the Company and the Managers (the "Share Lending Arrangement"), whereby Clarksons Securities AS, in its capacity as stabilisation manager on behalf of the Managers (the "Stabilisation Manager"), will borrow a number of existing shares in the Company, from Volare Holdings, equal to the number of Additional Shares allocated in the Private Placement.
The borrowed Additional Shares will be redelivered to Volare Holdings 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 existing shares in the Company, 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 have issued 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 repurchases 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 (at its discretion) following expiry or termination of the Stabilisation Period.
No consideration will be payable by the Stabilisation Manager, or the Managers, 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 Volare Holdings. Any exercise of the Greenshoe Option will raise additional proceeds to the Company, as new shares will be issued by the Company pursuant thereto.
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 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.
Retail tranche
The Company will, as part of the Private Placement, dedicate a separate tranche to retail investors (the "Retail Tranche"). The Retail Tranche will consist of up to the NOK equivalent of EUR 999,999, and will be conducted pursuant to available prospectus exemptions in applicable regulations in relevant jurisdictions. The minimum subscription and allocation in the Retail Tranche will be NOK 5,500, with a maximum subscription of NOK 1,100,000. The Retail Tranche will be allocated automatically on a pro-rata basis based on the demand from each applicant. The Board reserves the right to set a maximum allocation per applicant.
Applicants being allocated Offer Shares in the Retail Tranche will be notified of their allocation on or about 23 September 2026, and will be required to have sufficient funding on their respective bank accounts on or about 23 September 2026 in order for such bank accounts to be automatically debited on or about 5 October 2026. Subject to due payment having been made, the Offer Shares allocated in the Retail Tranche are expected to be delivered to subscribers' VPS accounts on or about 5 October 2026.
More information about the Retail Tranche may be found on Nordnet's website: https://www.nordnet.no/aksjer/ipo-emisjon.
Timeline and bookbuilding period
The bookbuilding period in the Private Placement will commence today, 21 September 2026 at 09:00 CEST and is expected to close on or about 23 September 2026 at 16:30 CEST (the "Bookbuilding Period"). The Company may, however, at its sole discretion in consultation with the Managers, shorten or extend the Bookbuilding Period at any time and for any reason on short notice. If the Bookbuilding Period is shortened or extended, the other dates referred to herein might be changed accordingly.
Allocation and settlement
The allocation of Offer Shares will be determined following the Bookbuilding Period. The final allocation will be made at the sole discretion of the Company's Board of Directors, in consultation with the Trafigura group and the Managers. The Board of Directors will focus on allocation criteria such as (but not limited to), indications provided during the pre-sounding phase of the Private Placement, timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon. Notification of conditional allocation is expected to be sent to the applicants by the Managers on or about 24 September 2026 at 08:00 CEST.
The Offer Shares allocated in the Private Placement are expected to be settled on a delivery versus payment ("DvP") basis on or about 5 October 2026, following fulfilment of the Conditions (as defined below). Payment for the Offer Shares to be made in NOK. The conversion between USD and NOK for the purpose of determining the final number of Offer Shares to be sold, will be based on the WMR 4pm London USDNOK fixing rate on the last day of the Bookbuilding Period.
Lock-up
The Company, Volare Holdings and members of the Company's Board of Directors and executive management will enter into customary lock-up arrangements with the Managers in connection with the Private Placement that will restrict, subject to certain exemptions, their ability to issue, sell or dispose of any shares in the Company, as applicable, without the Managers' prior consent. The lock-up period will be 6 months for the Company, 12 months for Volare Holdings, the chair and executive management and 6 months for the other board members.
All of the Company's issued shares prior to the Private Placement will based on the agreements referred to above be subject to lock-up.
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, (ii) the New Shares being validly issued and registered in the Norwegian Central Securities Depository (Euronext Securities Oslo or the "VPS"), (iii) the Share Lending Arrangement being in full force and effect, and (iv) the Oslo Stock Exchange approving the application for Listing and the satisfaction by the Company of any conditions for Listing set by the Oslo Stock Exchange (items (i) - (iv) above are collectively referred to as the "Conditions").
There can be no assurance that the 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 Fearnley Securities AS are acting as Joint Global Coordinators and Joint Bookrunners in the Private Placement. Clarksons Securities AS is acting as Euronext Growth advisor to the Company in connection with the Listing.
Advokatfirmaet Schjødt AS is acting as Norwegian legal counsel, and Allen & Gledhill LLP is acting as Singapore legal counsel to the Company.
Advokatfirmaet BAHR AS and Ernst & Young AS are acting as legal and financial due diligence advisors, respectively, in connection with the Listing.
First House AS is acting as IR and communications advisor to the Company.
For more information, please contact:
Investors investor.relations@volareshipping.com
Media media.enquiries@volareshipping.com
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 to 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.
In Singapore, this announcement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this announcement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of Offer Shares may not be circulated or distributed, nor may Offer Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than: (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore (the "SFA")) pursuant to Section 274 of the SFA; (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018; or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where Offer Shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Offer Shares pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(c)(ii) of the SFA; (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law; or (4) as specified in Section 276(7) of the SFA. The Offer Shares are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
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.