NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Awilco Drilling PLC (the “Company”) is contemplating a private placement of new shares with gross proceeds in the amount of USD 65 million directed towards Norwegian and international investors (the “Private Placement”), subject to applicable exemptions from relevant registration, filing and prospectus requirements. ABG Sundal Collier ASA, Arctic Securities AS, and Fearnley Securities AS have been retained as managers (the “Managers”) for the Private Placement. An investor presentation prepared for the Private Placement is attached hereto.
The subscription price will be fixed at NOK 29 per share. The net proceeds from the Private Placement will be used to part finance the equity requirement for the building of a new semisubmersible drilling rig for harsh environment use, to be built by the premium yard KeppelFELS in Singapore at a price of approximately USD 425 million, and with planned delivery in 2021. In connection with entering into a Letter of Intent for such newbuilding, the Company has negotiated options to build up to three additional rigs of similar design, such options to be independent of each other.
The Company has received significant indications of interest to participate in the Private Placement and the Private Placement is fully covered. Pre-subscriptions from the existing shareholders amount to approximately USD 40 million, including inter alia pre-subscription by Awilhelmsen Offshore AS (currently holding 43.3% of the capital), FVP Master Fund LP (currently holding 19.4% of the capital) and QVT Financial LP (currently holding 6.4% of the capital). In addition, Akastor ASA has undertaken to subscribe for shares in an amount of USD 10 million and will receive full allocation for this amount. Following a market sounding, significant additional subscriptions have been received. As a consequence, only existing shareholders of the Company can expect to receive allocations in the Private Placement from subscriptions following this announcement.
The application period for the Private Placement will commence today, 27 February 2018 at 16:30 CET and close on 28 February 2018 at 08:00 CET (the “Application Period”). The Company, together with the Managers, may at their own discretion, extend or shorten the Application Period at any time and for any reason. The minimum order in the Private Placement has been set to the number of shares that equals an aggregate purchase price of the NOK equivalent of EUR 100,000. The Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.
In connection with the Private Placement, the Board of Directors of the Company has proposed to set aside the pre-emptive rights of the existing shareholders. The Board of Directors considers this to be in the best interests of the Company and the shareholders since it allows the Company to raise capital more efficiently, at a lower discount and with lower transaction costs than in a rights offering.
The allocation of shares in the Private Placement will be made at the discretion of the Company’s Board of Directors in consultation with the Managers. Completion of the Private Placement is subject to (i) approval by the Board of Directors of the Company and (ii) approval by an extraordinary general meeting of the Company (the “EGM”). The EGM is expected to be held on or about 26 March 2018.
The Company and the Managers will enter into a share lending agreement with Awilhelmsen Offshore AS in order to facilitate delivery of the shares allocated in the Private Placement on a delivery versus payment basis. As a result, the Private Placement will be settled with existing and unencumbered shares in the Company that are already listed on Oslo Axess. The shares delivered to the subscribers will thus be tradable on Oslo Axess upon delivery.
The Managers will settle the share loan with new shares in the Company to be issued following approval by the EGM (the “New Shares”). The New Shares delivered to Awilhelmsen Offshore AS will be issued on a separate ISIN and will not be tradable on Oslo Axess until a listing prospectus has been approved by the Financial Supervisory Authority of Norway, expected in April 2018.
Subject to completion of the Private Placement, the Board of Directors intends to carry out a subsequent offering of new shares (the “Subsequent Offering”). The Subsequent Offering will be directed towards shareholders in the Company as of close of trading today, 27 February 2018, as registered in the VPS on 1 March 2018 (the “Record Date”) who were not offered to participate in the Private Placement, and who are not resident in a jurisdiction where such offering would be unlawful, or would (in a jurisdiction other than Norway) require any prospectus filing, registration or similar action (“Eligible Shareholders”). Eligible Shareholders will receive non-transferable subscription rights based on their shareholding as of the Record Date. The subscription rights will give Eligible Shareholders a preferential right to subscribe for and be allocated shares in the Subsequent Offering. The subscription price in the Subsequent Offering will be equal to the subscription price in the Private Placement. The Company will issue a separate stock exchange notice with further information about the participation in the Subsequent Offering if and when finally resolved.
For further information, please contact:
Jon Oliver Bryce, CEO
Phone +44 1224 737900
Cathrine Haavind, IR Manager
Phone: +47 93 42 84 64
This information is subject to 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 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 are acting for the Company and no one else in connection with the Private Placement 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/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.