ODFJELL DRILLING LTD - CONTEMPLATED PRIVATE PLACEMENT OF UP TO USD 200 MILLION
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, SELL OR SUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.
Odfjell Drilling Ltd ("Odfjell Drilling" or the "Company") is contemplating to offer new common shares (the "Offer Shares") in a private placement raising gross proceeds of up to approximately NOK 1.56 billion, equivalent to up to approximately USD 200 million (the "Private Placement"). The subscription price per Offer Share in the Private Placement (the "Subscription Price") will be determined through an accelerated bookbuilding process.
The net proceeds from the Private Placement will be usedto finance the Company's growth ambitions and for general corporate purposes. The Company is considering various opportunities for growth and one opportunity is the potential purchase of the "Stena Midmax Rig", a Moss CS60E semi-submersible drilling rig construction (the "Unit") to be constructed at Samsung Heavy Industries Co., Ltd., on the terms further described in the attached company presentation. However, no decision has been made to purchase the Unit, the Company may select other alternatives to realise its growth ambitions and completion of the Private Placement is not conditional upon the Company's purchase of the Unit. In the event that the Company should decide to purchase the Unit, the Unit will amongst other also be financed through issuance of preference shares and warrants to be subscribed by Akastor AS or an affiliate, as further described in the attached company presentation.
The Company has retainedABG Sundal Collier, ABN AMRO Bank N.V., Danske Bank, Norwegian branch, DNB Markets, a part of DNB Bank ASA, Nordea Bank AB (publ), filial i Norge, Pareto Securities AS and SpareBank 1 Markets AS as Joint Lead Managers and Bookrunners (the "Managers") for the Private Placement. Advokatfirmaet Thommessen AS is advising the Company and Advokatfirmaet Wiersholm AS is advising the Managers in relation to the Private Placement.
The application period in the Private Placement opens today, 19 April 2018, at 16:30 CET/12:30am EST and ends at 08:00 CET/2.00am EST on 20 April 2018. The Company may at its sole discretion extend or shorten the application period at any time and for any reason.
The minimum application and allocation amount in the Private Placement has been set to the NOK equivalent of EUR 100,000. The Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from relevant prospectus and registration requirements are available. Allocation of the Offer Shares will be determined at the end of the application period, and final allocation will be made by the Company's Board of Directors at its sole discretion. Notification of the allocation is expected to be sent by the Managers on or about 20 April 2018.
The Private Placement will be settled with existing and unencumbered shares in the Company already listed on Oslo B�rs pursuant to a share lending agreement entered into between the Company, the Managers and Odfjell Partners Ltd. The shares delivered to the subscribers in the Private Placement will thus be tradable from allocation. The borrowed shares will be redelivered to Odfjell Partners Ltd. in the form of new common shares in the Company following approval of the issue of such new shares by a special general meeting of the Company expected to be held on or about 14 May 2018 (the "SGM").
Settlement of the Private Placement is conditional upon the board of directors of the Company approving the Subscription Price and resolving to allocate Offer Shares in the Private Placement (the "Condition").
Settlement of the Private Placement will, subject to satisfaction of the Condition, take place prior to the SGM having resolved to issue the Offer Shares, and the net proceeds from the Private Placement will be transferred to, and may be used by, the Company prior to the SGM. Odfjell Partners Ltd. has in the share lending agreement irrevocably undertaken to vote in favour of the issue of the Offer Shares and the common shares required to implement the Subsequent Offering (as defined below) at the SGM. Further, the record date for the SGM will be today 19 April 2018. Odfjell Partners Ltd. will hence be entitled to vote for all its shares as of such date irrespective of the share lending arrangement (i.e. 71.45% of the outstanding common shares of the Company), and the Offer Shares will not give the right to attend and vote at the SGM.
The Company and the Managers reserve the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Managers nor the Company will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
In order for the Company to maintain the possibility of purchasing the Unit, it is considered necessary for the Company to raise the equity contemplated to be raised through the Private Placement now. On this basis, and based on an assessment of the current equity market, the Company's Board of Directors has considered the Private Placement to be required and in the common interest of the Company and its shareholders. In order to justify such deviation from the principle of equal treatment of the shareholders, the Board of Directors has also resolved to propose a subsequent offering directed towards shareholders not being allocated Offer Shares in the Private Placement. The Board of Directors has in this respect also taken into consideration, among other things, the fact that the Private Placement is expected to provide equity at a more attractive price than a rights issue and thereby also is in the best interest of shareholders not participating in the share offerings.
On this basis, the Company intends to propose to carry out a subsequent share offering of new common shares in the Company (the "Subsequent Offering") directed at eligible shareholders in the Company as of 19 April 2018, as registered in the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) (the "VPS") as of 23 April 2018, who were not allocated Offer Shares in the Private Placement. Eligible shareholders will receive non-tradable subscription rights which will make them eligible to participate in the Subsequent Offering. Further information about the Subsequent Offering, including the number of common shares offered, will be announced following allocation of the Offer Shares in the Private Placement.
The Company's Board of Directors is, in connection with the approval of the completion of the Private Placement, also expected to grant 960,000 options to the CEO of the Company, Simen Lieungh. If the options are granted, one option will give the right to subscribe one new common share in the Company at a subscription price per share equal to the Subscription Price in the Private Placement. The options will be exercisable after two, three and four years, in three tranches of 320,000 shares each.
The Private Placement is directed towards investors subject to applicable exemptions from relevant prospectus requirements, (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933 (the "US Securities Act") and (ii) in the United States to "qualified institutional buyers" as defined in Rule 144A under the US Securities Act as well as to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934. This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.
For further information, please contact:
Eirik Knudsen, VP Corporate Finance & Investor Relations
Mobile: +47 934 59 173
19 April 2018
Odfjell Drilling Ltd.
This communication may not be published, distributed or transmitted in the United States, Canada, Australia, Japan or Hong Kong. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act and to "major U.S. institutional investors" under SEC Rule 15a-6 to the United States Exchange Act of 1934. No public offering of the securities will be made in the United States.
In any EEA Member State 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. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in any relevant Member State) and includes any relevant implementing measure in the relevant Member State.
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement 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 "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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 the Company 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 announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.
Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.