Odfjell Drilling Ltd: Bookbuilding successfully completed - Offer shares priced at NOK 42 per share
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27 September 2013: Bookbuilding successfully completed - Offer shares priced at NOK 42 per share
Odfjell Drilling Ltd ("Odfjell Drilling", the "Company", OSE ticker: "ODL") announces the successful completion of the bookbuilding period for the initial public offering of the shares (the "Offering") of the Company.
- The selling shareholder BCB Paragon Trust Limited as trustee of the Larine Trust (the "Selling Shareholder") will sell 56 million shares in the Offering, representing 28% of the shares of Odfjell Drilling. In addition, the Joint Bookrunners have over-allotted 4 million shares, representing approximately 7% of the number of shares sold in the Offering before over-allotments, and exercised their option to borrow 4 million shares from the Selling Shareholder for the purpose of covering over-allotments.
- The shares are priced at NOK 42 per share. Investors in the retail offering will receive a discount of NOK 1,000 on the aggregate amount payable for the shares allocated to such investors.
- The offer price of NOK 42 per share implies a market capitalisation of Odfjell Drilling of NOK 8.4 billion.
- Trading of the shares in Odfjell Drilling on the Oslo Stock Exchange will commence on 27 September 2013 on an "if sold" basis (conditional trading), as further described in the separate stock exchange notice regarding conditional trading published today.
Approximately 95.5% of the shares in the Offering were allotted to investors in the institutional offering and 4.5% of the shares were allotted to investors in the retail offering. Following the Offering, Odfjell Drilling is expected to have approximately 2,700 shareholders.
Notifications of allotted shares and the corresponding amount to be paid by investors are expected to be communicated to the investors on or about 27 September 2013. Investors having access to investor services through their VPS account manager will be able to check the number of shares allocated to them from approximately 08:00 hours (CET) on 27 September 2013. The Managers may also be contacted for information regarding allocation.
The Selling Shareholder has granted the Managers an over-allotment option, exercisable by DNB Markets (a part of DNB Bank ASA) as stabilisation manager within 30 days from the date hereof to cover over-allotments or other short positions in connection with the Offering. A separate disclosure will be issued by the stabilisation manager regarding the over-allotment and stabilisation activities.
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
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.