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.
Reference is made to the stock exchange release by Awilco Drilling Plc (the “Company”) on 27/28 February 2018 regarding the successfully completed private placement (the “Private Placement”). The Company intends to carry out a subsequent offering of up to 1,400,000 new shares in the Company (the “Offer Shares”) for gross proceeds of up to approximately USD 5 million (the “Subsequent Offering”).
The Subsequent Offering will, on the basis of a prospectus approved by the Norwegian Financial Supervisory Authority, expected to be launched in early April 2018, be directed towards shareholders who (i) are shareholders in the Company as of 27 February 2018, as registered as shareholders in the Company’s register of shareholders with the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) (the “VPS”) as of expiry of 1 March 2018 (the “Record Date”), (ii) were not offered to participate 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”). The Eligible Shareholders will be granted non-tradable subscription rights based on their shareholding as of the Record Date.
The subscription price in the Subsequent Offering is NOK 29 per Offer Share, being the same as the subscription price in the Private Placement. The subscription period in the Subsequent Offering will commence shortly after publication of the Prospectus (publication of the Prospectus expected early April 2018).
The following key information is given with respect to the Subsequent Offering:
Date of announcement of terms of Subsequent Offering: 28 February 2018
Last day including right to receive subscription rights: 27 February 2018
First day excluding right to receive subscription rights: 28 February 2018
Record date: 1 March 2018
Date of approval of Subsequent Offering: Expected on or about 26 March 2018
Maximum number of Offer Shares: up to 1,400,000
Subscription price: NOK 29 per Offer Share
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.