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Odfjell Drilling applies for listing on Oslo Stock Exchange

12.09.2013

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Bermuda, 12 September 2013 Odfjell Drilling Ltd ("Odfjell Drilling", the "Company", OSE ticker: "ODL") has resolved to launch an initial public offering (the "Offering") and has applied for a listing on Oslo Stock Exchange. Subject to approval of the listing application and successful completion of the Offering, the shares of Odfjell Drilling will be admitted to listing on the Oslo Stock Exchange on 30 September 2013.

The Offer Shares are expected to be offered for sale at a price between NOK 37 and NOK 48 per Offer Share, which values Odfjell Drilling between NOK 7,400 million and NOK 9,600 million on equity value. The final price per Offer Share may, however, be set above or below this indicative price range.

The selling shareholder BCB Paragon Trust Limited as trustee of the Larine Trust (the "Selling Shareholder") intends to offer for sale up to 60 million shares (the "Offer Shares"), representing up to 30% of the shares of Odfjell Drilling. This includes an over-allotment option and a lending option of up to 4 million shares. The Offering is expected to generate between NOK 2,072 million and NOK 2,688 million in sales proceeds to the Selling Shareholder, excluding the over-allotment option. The Company will not receive any of the proceeds of the Offering.

A prospectus is expected to be published on the morning of 16 September 2013, presenting the terms and conditions for the Offering comprising:

(i) an institutional offering, in which Offer Shares are being offered to investors subject to applicable exemptions from the prospectus requirements, and subject to a lower limit per application of NOK 2,500,000; and

(ii) a retail offering, in which Offer Shares are being offered to the public in Norway, subject to a lower limit per application of NOK 10,500 and an upper limit per application of NOK 2,499,999 for each investor. Investors in the retail offering will receive a discount of NOK 1,000 on the aggregate amount payable for the Offer Shares allocated to such investors.

The bookbuilding for the institutional offering will commence on 16 September 2013 at 09:00 hours (CET), and run until 15:00 hours (CET) on 27 September 2013, and the application period for the retail offering will commence on 16 September 2013 at 09:00 hours (CET) and run until 12:00 hours (CET) on 27 September 2013, both subject to shortening or extensions. The final number of Offer Shares, and the final price per Offer Share, will be determined by the Selling Shareholder, in consultation with Odfjell Drilling and the Joint Bookrunners, after completion of the book building period for the institutional offering. The pricing of the transaction is expected to take place on or around 27 September 2013 with conditional trading of the shares on the Oslo B�rs to commence on or around 30 September 2013 under the symbol "ODL".

Completion of the Offering is conditional upon (i) the board of directors of the Oslo Stock Exchange approving the application for listing of the shares in the Company in its meeting to be held on 25 September 2013 and the satisfaction of the conditions for admission to trading set by the Oslo Stock Exchange, which are expected to be that (a) Odfjell Drilling will have in excess of 500 shareholders, each holding shares with a value of more than NOK 10,000, (b) there will be a minimum free float of the shares of 25%, (ii) the Selling Shareholder, in consultation with Odfjell Drilling and the Joint Bookrunners having approved the offer price and the allocation of the Offer Shares to eligible investors following the bookbuilding process, (iii) Odfjell Drilling, the Selling Shareholder and the Joint Bookrunners (on behalf of the Managers) having entered into the purchase agreement and satisfaction of the conditions included in the purchase agreement, and (iv) the purchase agreement not having been terminated. There can be no assurance that these conditions will be satisfied.

The terms and conditions of the Offering will be presented in the prospectus prepared in connection with the Offering and listing of Odfjell Drilling, which is expected to be published on the morning of 16 September 2013. The prospectus will, subject to regulatory restrictions in certain jurisdictions, be available at www.odfjelldrilling.com, www.abgsc.com, www.dnb.no/emisjoner, www.arcticsec.no, www.danskebank.no/emisjoner and www.swedbank.no from the commencement of the book-building period and the application period for the Offering, 16 September 2013 at 09:00 hours (CET). Hard copies of the Prospectus may also be obtained free of charge from the same date by contacting the Company or one of the Managers.  

ABG Sundal Collier Norge ASA, DNB Markets (a part of DNB Bank ASA) and Goldman Sachs International are acting as Joint Global Co-ordinators and Joint Bookrunners in the Offering, and Arctic Securities, Danske Bank Markets and Swedbank First Securities are acting as Co-Lead Managers in the Offering.

For further queries, please contact:
Gisle Johanson, SVP Communications, Odfjell Drilling
+47 414 40 050
gijo@odfjelldrilling.com

ABOUT ODFJELL DRILLING

Operating across three business segments being Mobile Offshore Drilling Units, Well Services and Drilling & Technology, Odfjell Drilling currently employs approximately 3,100 people in some 20 countries worldwide. For 2012, Odfjell Drilling reported revenue of approximately USD 1.1 billion with EBITDA of USD 331 million and a net profit of USD 117 million. Total assets at year-end 2012 amounted to USD 2.8 billion, with a book equity of USD 1.15 billion. As of 30 June 2013 firm contracts for the mobile offshore drilling units and for platform drilling amounted to an order backlog of approximately USD 3.4 billion, with priced options representing an additional revenue potential of USD 2.3 billion that further enhances revenue visibility.

DISCLAIMERS

This announcement is not and does not form a part of any offer for sale of securities.  

Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States.

Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus for the purposes of Directive 2003/71/EC (as amended, together with any applicable implementing measures in any Member State, the "Prospectus Directive"). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.

In any EEA Member State other than Norway that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such 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 to 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.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Odfjell Drilling believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, ontingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements.  

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.  

This information is subject to disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.