Aberdeen, 7 June 2018
Reference is made to the stock exchange releases by Awilco Drilling Plc (the “Company”) on 28 February 2018 regarding the successfully completed private placement of 17,600,000 shares in the Company at a subscription price of NOK 29 per share (the “Private Placement”) and the announcement of the subsequent offering of up to 1,400,000 shares in the Company (the “Subsequent Offering”).
The Norwegian Financial Supervisory Authority has approved a prospectus dated 7 June 2018 (the “Prospectus”) for (i) the listing of 17,600,000 new shares issued through the Private Placement (the “Private Placement Shares”), (ii) the Subsequent Offering of up to 1,400,000 new shares (the “Offer Shares”) and (iii) the listing of the Offer Shares on Oslo Axess.
The Prospectus will be available on the Company’s website: www.awilcodrilling.com. Hard copies of the Prospectus may be obtained at the offices of Awilhelmsen Offshore AS at Beddingen 8, 0118 Oslo, Norway.
The Private Placement Shares were issued on 27 March 2018 and have been registered with the VPS under a blocked VPS account until the publication of this Prospectus. As of 8 June 2018, the blocking of the account will be lifted and the Private Placement Shares will be freely transferable. The Private Placement Shares will be listed on Oslo Axess on 8 June 2018 and the Offer Shares are expected to be listed on Oslo Axess or or about 22 June 2018. The Private Placement Shares and the Offer Shares are equal in all respects to the Company’s shares.
The Subsequent Offering is directed towards shareholders who (i) were registered as holders of shares in the Company’s register of shareholders with the VPS as of expiry of 1 March 2018 (the “Record Date”), (ii) were not allocated Private Placement Shares in the Private Placement and (iii) are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus filing, registration or similar action (the “Eligible Shareholders”).
For shares recorded as held in the Company as of expiry of the Record Date, each Eligible Shareholder will receive non-transferable subscription rights (the “Subscription Rights”), rounded down to the nearest whole Subscription Right. One (1) Subscription Right will give the right to subscribe for, and be allocated, one (1) Offer Share, subject to the selling and transfer restrictions set out in Section 16 “Selling and Transfer Restrictions” in the Prospectus. Oversubscription will be permitted. Subscription without Subscription Rights will not be permitted.
Eligible Shareholders are offered to subscribe for Offer Shares in the Company at the subscription price of NOK 27.35 per Offer Share (the “Subscription Price”). The Subscription Price is equal to the subscription price in the Private Placement adjusted for the dividend distribution in the Company on or around 22 June 2018 of USD 0.20 per share, equivalent to NOK 1.6496, with record date 22 May 2018.
The Subscription Rights may be used to subscribe for Offer Shares from 09:00 hours (CET) on 8 June 2018 until 16:30 hours (CET) on 18 June 2018 (the “Subscription Period”). Upon expiry of the Subscription Period, the Subscription Rights will expire and have no value. Holders of Subscription Rights should note that subscriptions for Offer Shares must be made in accordance with the procedures set out in the Prospectus. Subscription for Offer Shares may be made by duly completing and delivering the subscription form (which is attached to the Prospectus as Appendix B and is available online at www.abgsc.com, www.arctic.com and www.fearnleysecurities.no) in accordance with the terms and conditions set out in the Prospectus. Norwegian investors with a VPS account can in addition subscribe for Offer Shares online at www.abgsc.com, www.arctic.com or www.fearnleysecurities.no.
Allocation of the Offer Shares is expected to take place on or about 18 June 2018. Notifications of allocated Offer Shares in the Subsequent Offering and the corresponding amount to be paid by each subscriber will be set out in a letter on or about 19 June 2018. Assuming due payment of the Offer Shares subscribed for and allocated in the Subsequent Offering, delivery of the Offer Shares is expected to take place on or about 22 June 2018.
ABG Sundal Collier ASA, Arctic Securities AS and Fearnley Securities AS have acted as managers in the Private Placement and the Subsequent Offering (the “Managers”).
An investment in Awilco Drilling Plc and its shares involves inherent risks. More information about this and other matters it is important to understand before an investment decision is made, can be found in the Prospectus. The information in this release does not constitute a basis for making an investment decision. More extensive information about the Subsequent Offering is included in the Prospectus.
For further information, please contact:
Ian Wilson, CFO
Phone +44 1224 737900
Cathrine Haavind, IR Manager
Phone: +47 93 42 84 64
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia) or any other jurisdiction in which the release, publication or distribution would be unlawful. This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States. The issue, exercise, purchase or sale of subscription rights and the subscription or purchase of shares in the Company are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assumes any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Managers are acting for the Company and no one else in connection with the Private Placement and the Subsequent Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and the Subsequent Offering and/or any other matter referred to in this release.
This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company’s current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.