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Odfjell Drilling Ltd: Conditional trading in the shares of Odfjell Drilling Ltd from 27 September 2013

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: Conditional trading in the shares of Odfjell Drilling Ltd from 27 September 2013

Trading in the shares of Odfjell Drilling Ltd ("Odfjell Drilling", the "Company", OSE ticker: "ODL") on the Oslo Stock Exchange will commence on an "if sold" basis on 27 September 2013 and unconditional trading in the shares is expected to commence on 2 October 2013. In the period from and including 27 September 2013 to and including 1 October 2013 at 18:00 hours (CET), all trading in the shares of Odfjell Drilling will be conditional upon (i) the force majeure events listed below not occurring and (ii) no termination of the Purchase Agreement upon a default by a Manager or Managers as described below.

The Managers have the right to terminate the Purchase Agreement prior to 18:00 hours (CET) on 1 October 2013, on basis of force majeure if any of the following events occurs:

(i) a suspension or material limitation in trading in securities generally on the Oslo Stock Exchange, the New York Stock Exchange or the London Stock Exchange;
 
(ii) a general moratorium on commercial banking activities declared by the federal, state or local regulatory authorities of Norway, the United States, the United Kingdom or any other member state of the European Union or a material disruption in commercial banking or securities settlement or clearance services in Bermuda, Norway, the United States, the United Kingdom, or any other member state of the European Union;
 
(iii) an outbreak or escalation of hostilities or acts of terrorism involving Bermuda, Norway, the United States, the United Kingdom, or any other member state of the European Union or a declaration by Bermuda, Norway, the United States, the United Kingdom, or any other member state of the European Union of a national emergency or war; or
 
(iv) any other calamity or crisis or any material adverse change in financial, political or economic conditions in Bermuda, Norway, the United States, the United Kingdom, or any other member state of the European Union,

if the effect of any such event specified in clauses (i) through (iv) above makes it impossible or inadvisable, in the judgment of the Joint Bookrunners, acting in good faith, taking into account general market conditions as a result of such events and the interests of investors in the shares of Odfjell Drilling, to proceed with the Offering or the delivery of the Offer Shares on the terms and in the manner contemplated in this Prospectus.

Further, the Purchase Agreement may be terminated prior to 18:00 hours (CET) on 1 October 2013, upon a default by a Manager or Managers to purchase the number of Offer Shares it agreed to purchase under the Purchase Agreement and the number of such shares exceeds 10% of the total number of Offer Shares the Managers are obligated to purchase under the Purchase Agreement.

The Managers may not invoke the termination provisions after 18:00 hours (CET) on 1 October 2013.  

Should the Purchase Agreement be terminated, any trades in the shares carried out in the period including clearing transactions and, as the case may be, any settlement and settlement transactions made for trading in the shares, will be cancelled. In such case, any payments for the shares will be returned.

Investors wanting to trade in their allocated shares through an internet account prior to commencement of the unconditional trading may be prevented from such trading until the shares are registered on the investors' VPS account following settlement of the Offering. Investors wanting to trade in their allocated shares through an internet account prior to commencement of unconditional trading are therefore urged to confirm the possibility of this with their own account operator.

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

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.  

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