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 February 2018 regarding a contemplated private placement (the “Private Placement”) of new shares in the Company.
The Company is pleased to announce that the Private Placement was successfully placed, raising gross proceeds of USD 65 million (approximately NOK 500 million) through the subscription of 17,600,000 shares at a subscription price of NOK 29 per share. The Private Placement was substantially oversubscribed. The completion of the Private Placement is conditional upon approval by the extraordinary general meeting in the Company expected to be held on or about 26 March 2018 (the “EGM”). Conditional allocation notices will be distributed to the investors on 28 February 2018.
ABG Sundal Collier ASA, Arctic Securities AS and Fearnley Securities AS acted as managers for the Private Placement.
Awilhelmsen Offshore AS has been allocated 4,921,000 shares in the Private Placement. After completion of the Private Placement, Awilhelmsen Offshore AS will own 17,919,938 shares in the Company. Awilhelmsen Offshore AS is represented on the board of directors of the Company through Sigurd E. Thorvildsen and Henrik Fougner. Accounts related to QVT Financial LP have been allocated 1,400,000 shares in the Private Placement. After completion of the Private Placement, accounts related to QVT Financial LP will own 3,310,062 shares in the Company. QVT Financial LP is represented on the board of directors of the Company through Daniel Gold.
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.
Through the issuance of the New Shares, the share capital will be increased by GBP 114,400 to GBP 309,704.75 and the number of shares will increase from 30,031,500 to 47,631,500. The Company’s share capital following the Private Placement will be GBP 309,704.75 divided into 47,631,500 shares, each with a nominal value of GBP 0.0065.
In connection with the Private Placement, the Board of Directors proposes 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.
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.