2020 Bulkers Ltd (2020) - Binding agreement for the acquisition of AHTS AS
Oslo, Norway, 22 September 2026
Reference is made to the stock exchange announcement made by 2020 Bulkers Ltd ("2020 Bulkers" or the "Company") on 16 September 2026, where the Company announced a letter of intent to acquire up to 15 large AHTS vessels through the acquisition of all shares in AHTS AS and some or all of the shares in UMAS 42 AS, UMAS 49 AS, Anchor Launcher AS, Anchor Challenger AS and Anchor Australia AS (the "Project Companies").
The Company and the shareholders of AHTS AS have today entered into a binding share purchase agreement for the Company’s purchase of all the shares in AHTS AS (the “SPA”).
Pursuant to the SPA, the purchase price for the shares in AHTS AS is agreed to be determined on the basis of the agreed fleet values of the seven vessels owned by AHTS AS, and the three vessels AHTS AS has entered into purchase agreements for, in the aggregate amount of USD 264 million on debt-free cash-free basis to be adjusted for the net debt and working capital as at a reference date shortly prior to closing. Currently, closing is planned on or around 1 October 2026. Based on a preliminary, estimated closing balance sheet of AHTS AS as of 30 September 2026, the aggregate purchase price for the shares of AHTS AS is estimated at approximately USD 113 million. The purchase price is agreed to be settled in full by the issuance of new shares in 2020 Bulkers to the shareholders in AHTS AS (the “AHTS Consideration Shares”).
The subscription price per AHTS Consideration Share is set to USD 0.299 (the “Subscription Price”), 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. On this basis, approximately 377 million AHTS Consideration Shares are estimated to be issued on completion of the purchase of the shares in AHTS AS, subject to final calculation based on the closing balance sheet to be agreed between the Company and the shareholders in AHTS AS prior to completion.
Furthermore, AHTS AS has received acceptances from all the shareholders in of UMAS 42 AS, UMAS 49 AS, Anchor Challenger AS and Anchor Australia AS and shareholders controlling approximately 79% of Anchor Launcher AS (the "Project Companies"), owning or having entered into purchase agreements for the vessels MH Liberty, Aurora Challenger, Skandi Peregrino, Skandi Emerald and Skandi Launcher, to sell their shares in the Project Companies to AHTS AS.
The intention is that, following the completion of the purchase by the Company of the shares in AHTS AS, AHTS AS will complete the purchase of the committed shares in the Project Companies. Pursuant to the SPA, the Company shall, following such completion, assume AHTS AS’ payment obligation relating to the purchase price for the shares in the respective Project Companies and issue consideration shares in the Company to the selling shareholders of such Project Company (“SPV Consideration Shares” and together with the AHTS Consideration Shares the “Consideration Shares”).
The purchase price for the shares in the Project Companies is in aggregate USD 143 million on debt-free cash-free basis to be adjusted for the net debt and working capital at a reference date shortly prior to closing. Based on a preliminary, estimated closing balance sheet of the Project Companies as of 30 September 2026, the purchase price for the shares of the Project Companies committed for sale to AHTS AS is estimated at approximately USD 90 million. In total, 300 million SPV Consideration Shares are estimated to be issued for the purchase of the committed proportion of shares in the Project Companies.
Furthermore, the fleet values are fixed as at the date of the SPA and the final purchase price for the shares in AHTS and each Project Company, once agreed prior to completion of each such transaction, will be binding and not subject to any post-closing adjustment. Under the SPA, the liability of each shareholder in AHTS AS is several (and not joint) and proportionate to its shareholding in AHTS AS. The sellers of the shares in AHTS AS have given fundamental warranties in respect of title to the shares, the group companies and the fleet, subject to certain time limitations and agreed financial thresholds. Each party may terminate the SPA if closing has not occurred by 15 October 2026.
Total new debt (both drawn and undrawn) is targeted to approx. USD 150 million (in addition to current debt in Anchor Launcher AS).
The completion of the purchase of the shares in AHTS AS is conditional upon (i) a private placement raising gross proceeds of approximately USD 175 million (the “Private Placement”) having been successfully placed by the Company within 28 September 2026 with completion occurring at the same time or in conjunction with completion of the purchase of the shares in AHTS AS, (ii) the special general meeting of 2020 Bulkers having resolved to reduce the par value per share to USD 0.01 and increase the authorised share capital to USD 50 million, (iii) the board of directors of the Company resolving to issue the Consideration Shares, (iv) no court or governmental authority or other competent authority having issued an order or taken any action that prohibits completion and (v) the parties not being in material breach of the SPA.
The Company will make a separate announcement regarding the Private Placement with gross proceeds of approximately USD 175 million.
Following issuance of the Consideration Shares and the Private Placement shares, Uthalden AS, MH Capital AS and Songa Capital AS (the “Sponsors”) will own approximately 21%, 11%, 10% and, respectively. The AHTS Consideration Shares issued to the Sponsors are agreed to be subject to customary lock-up agreements for a period of 6 months following their issuance.
The Consideration Shares will be issued on a separate Bermuda ISIN and will thus not be tradeable on Euronext Oslo Børs or fungible with the Existing Shares in the Company until a listing prospectus has been approved by the Norwegian Financial Supervisory Authority and subsequently published by the Company, expected during late November / early December 2026. The Company intends for the Consideration Shares to be tradeable on Euronext NOTC upon delivery and until the prospectus is approved.
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.
About 2020 Bulkers Ltd.
2020 Bulkers Ltd. is a limited liability company incorporated in Bermuda on September 26, 2017. The Company's shares are traded on Euronext Oslo Børs under the ticker "2020".