Pelagic Credit Plc: Contemplated Private Placement and listing on Euronext Growth Oslo

09 Feb 2026 13:10 CET

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Oslo, 9 February 2026: Pelagic Credit Plc. (“Pelagic Credit” or the “Company”),
a yield-oriented shipowning company focused on generating stable and
predictable cashflow through long-term contracted earnings, today announces its
intention to launch a private placement of new shares in the Company (the
“Offering") and to list the Company’s shares on Euronext Growth Oslo (the
“Listing”).

The Company:
Pelagic Credit is a yield-oriented shipowning company focused on generating
stable and predictable cash flows through long-term contracted employment of
maritime assets. The company’s approach is centered on long-term
hell-or-high-water bareboat structures, ensuring 100% revenue days, no
operational cost exposure, and highly predictable cash flows with upside
potential from purchase options. As of the date of this release, the Company
owns a fleet of three vessels, all chartered out on five-year fixed rate
bareboat charters. These contracts form the basis of the Company’s earnings
profile and support its dividend-oriented investment strategy.

Following a successful Offering and Listing, the Company is reviewing among
other investments, a pipeline of six separate transactions constituting a total
of nine additional vessels (one MPSV, three Handysize bulkers, two cement
carriers, one CSOV, and two MGCs), which if all executed would bring the total
fleet size to twelve vessels. Portfolio growth is pursued selectively, with a
focus on assets that can be placed on long-term contracts with established
counterparties, and that fit the Company’s risk and return framework.

Business model:
The Company was founded by shipowners with long-standing experience across asset
acquisition, chartering, and fleet management, with a long history of investing
alongside external partners. This owner-led background shapes a hands-on
approach to asset oversight and capital allocation with a clear focus on cash
flow discipline. Operational earnings are intended to be distributed to
shareholders, while proceeds from asset sales will be reinvested into similar
yield producing projects. Pelagic Credit is a predictable, dividend-paying
company with a resilient earnings base and a disciplined approach to risk.

Its investment approach is driven by a sound counterparty selection, secure cash
flows and conservative residual asset risks. This approach is built on its
proven know-how and will be used to further grow its portfolio into a sizeable,
balanced and diversified fleet of vessels across vessel types, charterers and
maturities, with the objective of ensuring stable cash generation and resilience
through different market cycles.

The Company seeks to structure transactions with robust credit protections,
including predictable long-term charter arrangements, guarantees, fixed-price
purchase options or put mechanisms where available, and security packages
designed to mitigate downside risk. Scaling the portfolio will allow the Company
to optimize capital structure and cost of debt, both on a transaction-level and
a portfolio-level.

As the portfolio expands, the Company intends to further develop its
origination, underwriting and monitoring capabilities, supported by the
management team’s industry expertise and established network of relationships.
The Company will pursue opportunities that align with its risk appetite and
return objectives, focusing on counterparties with strong operating profiles and
business models that support sustainable long-term performance. Portfolio growth
will be carried out in a measured manner, with emphasis on maintaining
disciplined capital allocation, prudent leverage levels, and ongoing assessment
of market conditions and liquidity needs.

The Company does not conduct vessel operating activities directly. Instead, it
acquires vessels and leases them to shipowners under long-term bareboat
charters, typically structured through single purpose vehicles (“SPVs”), which
are set up with the specific purpose of owning a vessel and facilitate the SPV’s
contracts. Whilst the majority of the Company's transactions are expected to be
structured as bareboat lease arrangements, the Company may also participate in
alternative secured financing transactions and structured equity investments in
the maritime space. The Company's revenue is primarily derived from bareboat
charter hire payments, interest income and other contractual financing income,
rather than from market-based chartering or operational activities. In certain
transactions, the Company may also retain limited exposure to upside through
profit-sharing arrangements or residual value upside participation, structured
on the basis of conservative and well-defined assumptions.

Management and Sponsor:
Pelagic Credit has an experienced management team, led by C. Tobias Backer, with
broad access to high-quality deal flow. The company builds on a proven private
credit investment strategy and track record that has delivered equity-like
returns through previous ventures at ICON Capital and Oaktree Capital
Management/Fleetscape going back to 2009. He received a BA in International
Relations and a BS in Business Administration from Boston University. Tobias
holds dual Norwegian and US citizenships.

The Company was incorporated by H.M. Pelagic Partners Ltd. (“Pelagic Partners”).
Pelagic Partners is a Cyprus-based alternative investment fund manager with
maritime focus. Founded and managed by Dr. Niels Hartmann and Mr. Atef Abou
Merhi, experienced shipowners who are directly co-invested in all funds. Pelagic
Partners was established to bring a different mindset to maritime investing.
From the outset, the firm was built on a simple principle: performance is
strongest when those making the decisions are invested as owners, not
intermediaries.

Dr. Hartmann is a founding member of Pelagic Partners and the CEO of the
Hartmann Group, a family-owned shipping company with a fleet of more than 150
vessels. He holds a PhD from the University of Kiel (2005) focused on national
location factors for ship owning companies and serves on the board of the German
Shipowners’ Defence Association. Niels is a German citizen.

Mr. Atef Abou Merhi is a founding member and Managing Director of Pelagic
Partners, a ship-owning investment platform with over USD 400 million in assets
under management. He is a second-generation shipowner and a seasoned maritime
professional with more than 15 years of industry experience, currently serving
on the board of private and public companies, including Golden Energy Offshore
Services ASA (GEOS on EuroNext Growth, Oslo). Atef is an alumnus of IMD Business
School in Lausanne, holds a BSc (Hons) in Ship and Port Management from
Southampton Solent University and an MBA from IE Business School in Madrid. He
is currently enrolled in the Owner/President Management (OPM) program at Harvard
Business School. He holds dual German and Lebanese citizenships.

The Private Placement:
The Company is targeting a total post-money equity capitalization in the range
of USD 125-150 million. This is based on an in-kind equity (the “Pre-Money”)
valued at USD 17.56 million. The Offering will comprise a private placement of
new shares expected to raise gross proceeds of approximately USD 107.4-132.4
million to the Company (the “Offer Shares”).

Pelagic Partners (the “Sponsor”) will contribute USD 40-50 million through its
managed funds, consisting of both in-kind equity (USD 17.56 million) already
contributed to the Company and representing the Pre-Money valuation and
additional cash equity (USD 22.4-32.4 million). The in-kind equity contribution
is made on par with the Company’s cost of the underlying investment including
retained earnings up to year end 2025 (three vessels) and on par with the terms
of the Offering. A cornerstone investor from a well-established and recognized
shipping family has pre-committed USD 10 million in cash equity.

In addition to the Sponsor’s commitment and pre-commitment, the Company has
received interest from well-established and recognized industrial investors from
the maritime space, international institutional investors with shipping sector
expertise, as well as other local and international investors.

The net proceeds from the Offering are expected to be used to equity-finance the
acquisition of nine vessels pursuant to asset-backed financing transactions and
for general corporate purposes. In addition to the equity financing, the
acquisitions are expected to be partly funded by senior secured loans.

The Private Placement will be offered at a fixed price per share of the NOK
equivalent of USD 2.03 (the “Offer Price”).

The book building period in the Private Placement will commence 10 February 2026
at 09:00 CET and close on 13 February 2026 at 16:30 CET. The Managers and the
Company may, however, at any time resolve to shorten or extend the book building
period. If the book building period is shortened or extended, any other dates
referred to herein may be amended accordingly.

The Company’s largest shareholder, Marevia Holding I Co. Ltd., a wholly owned
subsidiary of Pelagic Investment Fund RAIF V.C.I.C. PLC, and members of the
management and the board of directors will enter into lock-up agreements
pursuant to which their Shares held prior to the Private Placement are subject
to lock-up for a period of 24 months, subject to customary terms and exemptions.

The Company will apply for, and will, subject to successful completion of the
Private Placement and the necessary approvals from the Oslo Stock Exchange, list
the shares of the Company on Euronext Growth. The first day of Listing is
expected to be on or about 19 February 2026.

Further announcements relating to the Offering and the Listing will be made in
due course.

Incorporation:
The Company is incorporated in the Republic of Cyprus as a public company
limited by shares. The Company was incorporated on 6 August 2025 under the laws
of Cyprus as a private company limited by shares for the purposes of being the
listing entity of the Group. The Company was converted into a public company
limited by shares on 20 November 2025.

Advisers:
Clarksons Securities AS and Fearnley Securities AS are acting as Joint Global
Coordinators and Joint Bookrunners in respect to the Offering and Listing (the
“Joint Global Coordinators”). Arctic Securities AS is acting as Joint Bookrunner
in connection with the Offering (together with the Joint Global Coordinators,
the “Managers”).

Advokatfirmaet BAHR AS is acting as legal counsel to the Company, while Wikborg
Rein Advokatfirma AS and EY Oslo AS are acting as legal and financial due
diligence counsel, respectively, to the Managers, in connection with the
Offering and Listing.

For further information, please contact:
Atef Abou Merhi, Chairman
atef@pelagic-partners.com
+357 99 405605

C. Tobias Backer, Chief Executive Officer
tobias@pelagic-credit.com
+357 97 771 170 / +44 7799 815 020 / +1 917 207-8680

Important notice:
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement 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 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 Company may, however, at its sole discretion, allocate shares
corresponding to an amount below EUR 100,000 to the extent applicable exemptions
from the prospectus requirements pursuant to Regulation (EU) 2017/1129 and
ancillary legislation are available.

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 in this announcement will
be made solely to "qualified institutional buyers" as defined in Rule 144A under
the Securities Act.

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
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 as amended (together with any
applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons
in the United Kingdom that 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) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication 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 for
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.

Matters discussed in this announcement may constitute forward-looking
statements. 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. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believe that these assumptions were reasonable
when made, 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 their control. Actual
events may differ significantly from any anticipated development due to a number
of factors, including without limitation, changes in public sector investment
levels, changes in the general economic, political and market conditions in the
markets in which the Company operates, the Company's ability to attract, retain
and motivate qualified personnel, changes in the Company's ability to engage in
commercially acceptable acquisitions and strategic investments, and changes in
laws and regulation and the potential impact of legal proceedings and actions.
Such risks, uncertainties, contingencies and other important factors 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 nor does it accept any responsibility for the
future accuracy of the opinions expressed in this announcement or any obligation
to update or revise the statements in this announcement to reflect subsequent
events. You should not place undue reliance on the forward-looking statements in
this announcement.

The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.

Neither the Managers nor any of their 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 its affiliates accepts any liability arising from the use of
this announcement.

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.

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