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Odfjell Drilling Ltd: Stabilisation and over-allotment option notice

27.09.2013

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.

27 September 2013: Stabilisation and over-allotment option notice

Reference is made to stock exchange notice of today, 27 September 2013, in which Odfjell Drilling Ltd ("Odfjell Drilling", the "Company", OSE ticker: "ODL") announced the successful completion of the bookbuilding period for its initial public offering (the "Offering").

DNB Markets (the "Stabilisation Manager") may, on behalf of the Joint Bookrunners for the Offering, engage in stabilisation activities of the shares of Odfjell Drilling from today 27 September 2013 to and including 26 October 2013 (the "Stabilisation Period"). The stabilisation transactions are aimed to support the market price of the shares of Odfjell Drilling.

In connection with the Offering, the Joint Bookrunners have over-allotted to the applicants in the Offering 4,000,000 shares in the Company, which equals approximately 7% of the number of shares sold in the Offering before over-allotments. In order to permit the delivery in respect of over-allotments made, the Stabilisation Manager has been granted the option, on behalf of the Managers, to borrow a number of shares in the Company equal to the number of shares over-allotted from the selling shareholder, BCB Paragon Trust Limited as trustee of the Larine Trust (the "Selling Shareholder"). For further details on the Offering, please refer to the stock exchange notice of 27 September 2013 issued by Odfjell Drilling.

Further, the Stabilisation Manager, on behalf of the Managers, has been granted an over-allotment option (the "Over-Allotment Option") by the Selling Shareholder which entitles the Managers, at the request of the Stabilisation Manager, to purchase from the Selling Shareholder up to 4,000,000 shares in Odfjell Drilling at a price per share of NOK 42 (the "Offer Price"), less any discounts offered to investors in the retail offering, which is equal to the offer price in the Offering. The Over-Allotment Option may be exercised at any time and from time to time, in whole or in part, during the Stabilisation Period, which commences on 27 September 2013 and ends on 26 October 2013. The Stabilisation Manager may close out the short position created by over-allotting shares by buying shares in the open market through stabilisation activities and/or by exercising the Over-Allotment Option.

The Stabilisation Manager (or persons acting on behalf of the Stabilisation Manager) may effect transactions that stabilise or maintain the price of the shares of Odfjell Drilling at a level higher than that which might otherwise prevail, by buying shares in Odfjell Drilling or associated instruments in the open market at prices equal to or lower than (but not above) the Offer Price. However, there is no obligation on the Stabilisation Manager (or any person acting on behalf of the Stabilisation Manager) to do so. Moreover, there is no assurance that the Stabilisation Manager (or persons acting on behalf of the Stabilisation Manager) will undertake stabilisation activities. If stabilisation activities are undertaken they may be stopped at any time, and must be brought to an end upon or before the expiry of the Stabilisation Period.

Within one week after the end of the Stabilisation Period, the Stabilisation Manager and the Company will jointly publish a statement through the information system of the Oslo Stock Exchange under the Company's ticker with information as to whether or not any stabilisation activities have been undertaken, including the date at which stabilisation started, the date at which stabilisation last occurred, and the price range within which stabilisation was carried out for each of the dates during which stabilisation transactions were carried out.

Any stabilisation activities will be conducted in accordance with section 3-12 of the Norwegian Securities Trading Act and Commission Regulation (EC) No. 2273/2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back programmes and stabilisation of financial instruments.

For further details see the prospectus dated 13 September 2013 issued by Odfjell Drilling in connection with the Offering and the listing of its shares on the Oslo Stock Exchange.

For further queries, please contact:
DNB Markets
+47 23 26 81 01

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, contingencies 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.