- 30th June 2023
- Posted by: Awilco Drilling
- Category: 2023
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR HONG KONG, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Aberdeen, 30th June 2023
Reference is made to the stock exchange announcement published by Awilco Drilling Plc (the “Company“) on 30th June 2023 regarding the completion a private placement of 9,680,040 new Sponsored Norwegian Depository Receipts by the Company raising gross proceeds of the NOK equivalent of USD 8.1 million (the “Private Placement“).
As announced by the Company on 29th June 2023, the Company’s Board of Directors (the “Board“) intends to carry out a potential subsequent offering of new Sponsored Norwegian Depository Receipts raising gross proceeds of the NOK equivalent of up to USD 0.4 million to existing holders of Sponsored Norwegian Depository Receipts in the Company as of 29th June 2023 (as registered in the VPS two trading days thereafter) who (i) were not included in the wall crossing phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) 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“). The subscription price per new Sponsored Norwegian Depository Receipts in the Subsequent Offering will be NOK 9, which is equal to the subscription price per new Sponsored Norwegian Depository Receipts in the Private Placement.
Date on which the terms and conditions of the Subsequent Offering were announced: 29 June 2023
Last day including right: 29 June 2023
Ex-date: 30 June 2023
Record date: 3 July 2023
Date of approval: 29 June 2023
Maximum number of new Sponsored Norwegian Depository Receipts: 478,027
Subscription price: NOK 9
Other information: The Subsequent Offering is conditional upon, inter alia, completion of the Private Placement and approval by the Board as well approval by an extraordinary general meeting of the Company to be held on or around 20 July 2023 of an authorisation to the Board to increase the share capital of the Company. The Board may at its discretion decide not to proceed with or cancel the Subsequent Offering. The Subsequent Offering will not be available for shareholders 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.
For further information about the Private Placement and the Subsequent Offering please contact:
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
This information is published in accordance with the requirements of the Continuing Obligations.
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.