Awilco Drilling PLC: Contemplated Private Placement


Aberdeen, 29th June 2023

Awilco Drilling Plc (“Awilco Drilling” or the “Company”) is contemplating a private placement of new Sponsored Norwegian Depository Receipts (the “Offer Shares” or “New Shares”) raising gross proceeds up to the NOK equivalent of up to USD 8.1 million (the “Private Placement” or the “Offering”).

The Company has received pre-subscriptions from existing shareholders amounting to USD 6.8 million, including inter alia pre-subscriptions by Awilhelmsen Offshore AS (currently holding 50.5% of the share capital), QVT Family Office Fund LP (currently holding 22.9% of the share capital) and Akastor AS (currently holding 6.8% of the share capital).

The Board of Directors (the “Board“) intends to conduct, subject to completion of the Private Placement and certain other conditions, a subsequent offering of new Sponsored Norwegian Depository Receipts raising gross proceeds of the NOK equivalent of up to USD 0.4 million at the same subscription price as the Offer Price in the Private Placement to existing shareholders in the Company as of 29th June 2023 (as registered in the VPS two trading days thereafter) who were not wall-crossed in connection with the Private Placement and are not resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action (the “Subsequent Offering”). Non-tradable subscription rights will be awarded. Completion of a Subsequent Offering is subject to approval by the Board, and the Board may at its discretion decide not to proceed with or cancel any Subsequent Offering. The subsequent offering is expected to be fully guaranteed by Awilhelmsen Offshore AS and QVT Family Office Fund LP.

The net proceeds from the Private Placement will be used to finance Awilco Drillings’ remaining arbitration case concerning Rig 2 against Keppel FELS Limited to its conclusion which is expected to take place no earlier than 4Q 2023 or 1Q 2024.

The subscription price per Offer Share will be NOK 9 (the “Offer Price”).

Awilco Drilling has engaged Clarksons Securities AS as financial advisor which will act as Sole Manager and Bookrunner (the “Manager“) in connection with the Private Placement.

The Private Placement will be directed towards certain Norwegian and international institutional investors subject to applicable exemptions from relevant prospectus requirements, (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933 (the “U.S. Securities Act“) and (ii) in the United States to investors that are either “qualified institutional buyers” (“QIBs“) as defined in Rule 144A under the US Securities Act or to “major U.S. institutional investors, as defined in SEC Rule 15a-6 to the United States Exchange Act of 1934. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000, provided that Awilco Drilling reserves the right to, at its sole discretion; allocate lower amounts to the extent applicable exemptions from the prospectus requirements set forth in Regulation (EU) 2017/1129 on prospectuses for securities and ancillary regulations are available.

The bookbuilding period will start on 29th June 2023 at 16:30 CEST and end on 30th June 2023 at 08:00 CEST. Awilco Drilling reserves the right to at any time and in its sole discretion resolve to close or extend the bookbuilding period. If the bookbuilding period is shortened or extended, any other dates referred to herein may be amended accordingly. Allocation of New Shares will be determined on or about 30th June 2023 by the Board at its sole discretion and in consultation with the Manager. The Board will give preference to existing shareholders and pre-sounded investors. Other allocation criteria may include pre-subscription, order size, timeliness of the order, sector knowledge, investment history, perceived investor quality and appliable selling restrictions in the Private Placement.

The Private Placement is structured in two tranches as follows: (i) a tranche 1 consisting of up to 6,846,350 Offer Shares (“Tranche 1“) which equals the number of shares the Board may issue based on the current outstanding authorisation to issue new shares granted by the Company’s extraordinary general meeting on 8th December 2022, and (ii) a tranche 2 consisting of a number of Offer Shares up to the remaining 2,833,690 Offer Shares (“Tranche 2“) in order to raise gross proceeds of up to the NOK equivalent of USD 8.1 million through the Private Placement.

Completion of Tranche 1 is subject to (i) the necessary corporate resolutions by the Board required to consummate Tranche 1 of the Private Placement including final approval by the Board of Tranche 1 and allocation and issuance of the Offer Shares in Tranche 1, (ii) the Pre-Payment Agreement (as defined below) remaining unmodified and in full force and effect and (iii) the Offer Shares having been fully paid and legally issued and delivered in VPS.

Completion of Tranche 2 is subject to (i) completion of Tranche 1, (ii) the extraordinary general meeting of the Company (expected to be held on or about 20th July 2023) (the “EGM“) resolving to grant the Board a new authority to issue shares and (iii) the Offer Shares having been fully paid and legally issued and delivered in VPS.

The Company will announce the number of Offer Shares to be issued and allocated in the Private Placement through a stock exchange notice expected to be published on 30th June 2023.

Settlement of the Offer Shares in Tranche 1 is expected to take place on a delivery versus payment (DVP) basis on or about 4th July 2023. DVP settlement of the Offer Shares is expected to be facilitated by a pre-payment agreement between the Company and the Manager (the “Pre-Payment Agreement“). Settlement of the Offer Shares in Tranche 2 is subject to approval by the EGM which will be called shortly after closing of Tranche 1 of the Private Placement and are expected to be delivered, subject to timely fulfilment of the conditions set out above, on or about 24th July 2023.

Warrants: Subject to (i) completion of the Private Placement; and (ii) the EGM’s approval of a new authority for the Board to issue shares and grant rights to subscribe for shares on a non- pre-emptive basis, each investor will be granted one (1) warrant for every Depository Receipt subscribed for, allocated and paid for in the Private Placement or the Subsequent Offering (the “Warrant“). Each Warrant will give the investor the right, but not the obligation, to subscribe for one Depository Receipt at a price of NOK 1 per Depository Receipt, subject to the Company undertaking a prior reduction of capital (or otherwise taking steps in accordance with applicable law) to reduce the nominal value of its shares below the GBP equivalent of NOK 1 per share. The Warrants granted in connection with the Private Placement or the Subsequent Offering, as the case maybe, may be exercised by the holders, in full or in part, from 1 January 2024 until the later of (A) 1 February 2024 and (B) the date three months after the arbitral tribunal has issued a final award in the Rig 2 case against Keppel FELS Limited and either (A) the latest deadline for filing an appeal or challenge against such final award has expired without an appeal or challenge being made or (B) a final and non-appealable ruling has been made by the relevant court in respect of such appeal or challenge (the “Exercise Period“). Warrants that are not exercised during the Exercise Period will have no value and will lapse without compensation to the holder. The Warrants are non-transferable and will not be registered in the VPS. The Warrants will be created by way of a warrant deed executed by the Company (the “Warrant Deed“). By subscribing for Offer Shares, applicants will agree to be bound by the Warrant Deed. A copy of the fully executed Warrant Deed will be sent to all applicants who are allocated Offer Shares in the Private Placement or the Subsequent Offering after completion of the Private Placement or the Subsequent Offering (as applicable). The Warrant Deed is governed by English law and is subject to the exclusive jurisdiction of the courts of England and Wales. Any holder of Warrants may exercise such Warrants by written notice to the Company in the form attached to the Warrant Deed. In order to be valid, the notice must have been received by the Company during the Exercise Period. Any Depositary Receipts arising from the exercise of the Warrants will only be issued following the expiry of the Exercise Period.  If the Company does not undertake a reduction of capital (or otherwise take steps in accordance with applicable law) to reduce the nominal value of its shares below the GBP equivalent of NOK 1 per share prior to the expiry of the Exercise Period, the exercise price for the Warrants shall be NOK 9 per Depositary Receipt…

The Company has considered the Private Placement in light of the equal treatment obligations under the rules on equal treatment under Euronext Growth Rule Book II and Oslo Børs’ Guidelines for equal treatment and is of the opinion that the contemplated Private Placement is in compliance with these requirements. The Company is in urgent need of new capital, and the delays involved in conducting a rights offering would leave the Company without the required funding for a sustained period. Further, the Board intends to carry out the Subsequent Offering following completion of the Private Placement that, if carried out, is expected to allow existing shareholders who are not offered to participate in the Private Placement the opportunity to maintain their pro rata ownership. As a consequence of the Private Placement structure, the shareholders’ preferential rights to subscribe for the New Shares will be deviated from.

Advokatfirmaet Wiersholm AS is acting as Norwegian legal counsel to Awilco Drilling.

For further information about the Private Placement please contact:

Truls Chr. Trøan, Head of Investment Banking Clarksons Securities AS: +47 41 40 19 37

Erik Jacobs, CEO of Awilco Drilling; Tel: +47 95 29 22 71

Cathrine Haavind, Investor Relations of Awilco Drilling; Tel: +47 93 42 84 64

The information in this announcement is considered to be inside information pursuant to the EU Market Abuse Regulation for Awilco Drilling. This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock exchange notice was published by Cathrine Haavind, Investor Relations, on the time and date provided.

Important information

The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan Hong Kong or the United States (including its territories and possessions, any state of the United States and the District of Columbia). 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. Awilco Drilling does not intend to register any portion of any 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, Hong Kong or the United States.

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 (EU) 2017/1129 of the European Parliament and of the Council, of 14 June 2017, as amended Regulation, on the prospectus to be published when securities are offered to the public (together with any applicable implementing measures in any EEA 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.

The issue, subscription or purchase of securities in Awilco Drilling is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither Awilco Drilling nor the Manager 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 Manager is acting for Awilco Drilling and no one else in connection with the potential Private Placement in the Company and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release.

Forward-looking statements: 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 Awilco Drilling’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.