Investor Presentaiton
RISK FACTORS (5/5)
Ocean
Sun
Risks Relating to the Listing and the Shares
The price of the Shares may fluctuate significantly
The trading price of the Shares could fluctuate significantly in response to a number of factors beyond the Company's control, including quarterly variations in operating results, adverse business developments, changes in financial estimates and
investment recommendations or ratings by securities analysts, significant contracts, acquisitions or strategic relationships, publicity about the Company, its products and services or its competitors, lawsuits against the Company, unforeseen liabilities,
changes to the regulatory environment in which it operates or general market conditions. In recent years, the stock market has experienced extreme price and volume fluctuations. This volatility has had a significant impact on the market price of securities
issued by many companies. Those changes may occur without regard to the operating performance of these companies. The price of the Shares may therefore fluctuate based upon factors that have little or nothing to do with the Company, and these
fluctuations may materially affect the price of Shares.
There is no existing market for the Shares, and a trading market that provides adequate liquidity may not develop
Prior to the Listing there is no public market for the Shares, and there can be no assurance that an active trading market for the Company's Shares on Merkur Market will develop or be sustained. The market value of the Shares could be substantially
affected by the extent to which a secondary market develops for the Shares following the completion of the Listing.
Future sales, or the possibility of future sales of substantial numbers of Shares could affect the Shares' market price
The Company cannot predict what effect, if any, future sales of the Shares, or the availability of Shares for future sales, will have on the market price of the Shares. Sales of a substantial amount of the Shares in the public market following the offering, or
the perception that such sales could occur, could adversely affect the market price of the Shares, making it more difficult for holders to sell their Shares, or the Company to sell equity securities in the future, at a time and price that they deem appropriate.
Although certain larger shareholders and members of Board of Directors and Executive Management have undertaken lock-up restrictions, subject to certain exceptions, on their ability to sell or transfer their Shares for a defined period after the first day of
trading of the Shares on Merkur Market, the Manager may, in its sole discretion and at any time, waive such restrictions on sales or transfers during this period.
Future issuances of shares or other securities in the Company may dilute the holdings of shareholders and could materially affect the price of the Shares
It is possible that the Company may decide to offer new shares or other securities, in order to finance new capital-intensive investments in the future, in connection with unanticipated liabilities or expenses, or for any other purposes. Any such offering
could reduce the proportionate ownership and voting interests of holders of Shares as well as the earnings per Share and the net asset value per Share of the Company, and any offering by the Company could have a material adverse effect on the
market price of the Shares. Depending on the structure of such future offering, existing shareholders may not have the ability to purchase additional equity securities.
Investors may not be able to exercise their voting rights for Shares registered in a nominee account
Beneficial owners of the Shares that are registered in a nominee account (such as through brokers, dealers or other third parties) may not be able to vote for such Shares unless their ownership is (a) re-registered in their names with the VPS prior to the
Company's General Meetings or (b) the registered nominee holder grants a proxy to such beneficial owner in the manner provided in the Articles of Association in force at that time and pursuant to the contractual relationship, if any, between the nominee
and the beneficial owner, to vote for such Shares. The Company cannot guarantee that beneficial owners of the Shares will receive the notice of a general meeting of shareholders of the Company in time to instruct their nominees to either effect a re-
registration of their Shares or otherwise vote for their Shares in the manner desired by such beneficial owners. Any persons that hold their Shares through a nominee arrangement should consult the nominee to ensure that any Shares beneficially held
are voted for in the manner desired by such beneficial owner.
Shareholders' ability to bring an action against the Company may be limited by Norwegian Law
The shareholders' rights are governed by Norwegian law and by the Company's Articles of Association. Such rights may differ from the rights of shareholders in other jurisdictions. In particular, Norwegian law limits the circumstances under which
shareholders of Norwegian companies may bring derivative actions. Under Norwegian law, any action brought by the Company in respect of wrongful acts committed against the Company will be prioritised over actions brought by shareholders claiming
compensation in respect of such acts. In addition, it could be difficult to prevail in a claim against the Company under, or to enforce liabilities predicated upon, securities laws in other jurisdictions.
Investors may have difficulty enforcing any judgment obtained in the United States against the Company or its directors or officers in Norway
The Company is incorporated under the laws of Norway and all of its current directors and executive officers reside outside the United States. Furthermore, most of the Company's assets and most of the assets of the Company's directors and executive
officers are located outside the United States. As a result, investors may be unable to effect service of process on the Company or its directors and executive officers or enforce judgments obtained in the United States courts against the Company or such
persons in the United States, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States. The United States and Norway do currently not have a treaty providing for reciprocal recognition and
enforcement of judgments (other than arbitral awards) in civil and commercial matters.
The transfer of the Shares is subject to restrictions under the securities laws of the United States and other jurisdictions
The Shares have not been registered under the U.S. Securities Act or any U.S. state securities laws or any other jurisdiction outside of Norway and are not expected to be registered in the future. As such, the Shares may not be offered or sold except
pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable securities laws. In addition, there can be no assurances that shareholders residing or domiciled in the United States will be able to participate in future
capital increases or rights offerings.
Shareholders outside Norway are subject to exchange risk
The Shares listed are priced in NOK, and any future payments of dividends on the Shares listed on Merkur Market will be paid in [NOK]. Investors registered in the VPS who have not supplied the VPS with details of their bank account, will not receive
payment of dividends unless they register their bank account details with DNB Bank ASA, Registrars Department (the "VPS Registrar"). The exchange rate(s) that is applied when denominating any future payments of dividends to the relevant investor's
currency will be the VPS Registrar's exchange rate on the payment date. Accordingly, any investor outside Norway is subject to adverse movements in NOK against their local currency as the foreign currency equivalent of any dividends paid on the
Shares listed on Merkur Market or price received in connection with sale of such Shares could be materially adversely affected.
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