Odfjell Drilling Ltd : USD 175 MILLION PRIVATE PLACEMENT SUCCESSFULLY COMPLETED
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
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 (as defined below) and Odfjell Partners Ltd. Settlement of the allocated Offer Shares is expected to take place on a delivery versus payment basis on or about 24 April 2018. The Offer Shares will be tradeable from allocation. The shares borrowed for settlement 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 16 May 2018 (the "SGM") and listed on Oslo B�rs following approval and publication of a prospectus for the listing of the new common shares (the "Prospectus"), expected to take place medio-June 2018.
As informed in the stock exchange announcement published on 19 April 2018, 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. However, in light of the principle of equal treatment of the shareholders, the Board of Directors has also resolved to propose a subsequent offering directed towards shareholders not participating in the Private Placement.
The Company intends to carry out a subsequent offering of up to 4 327 778 new common shares raising gross proceeds of up to NOK 155.8 million, in which shareholders in the Company as of 19 April 2018, as registered in the VPS on 23 April 2018, who were not allocated Offer Shares in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action, will receive subscription rights (the "Subsequent Offering"). The subscription rights will not be listed or tradable. Over-subscription will be permitted, but subscription without subscription rights will not be permitted] The subscription price in the Subsequent Offering will be the same as in the Private Placement, i.e. NOK 36 per share. Completion of the Subsequent Offering will be conditional upon approval by the SGM. The subscription period in the Subsequent Offering is expected to commence shortly after publication of the Prospectus, which also will cover the offer and listing of common shares in the Subsequent Offering.
The Company's Board of Directors has also resolved to propose to the SGM that the CEO of the Company, Simen Lieungh, is granted 960,000 options, with each option giving the right to subscribe for one common share of the Company (being a total of 960,000 common shares) at a subscription price of NOK 36 per common share. The proposal is also that the options will be exercisable in three tranches of 320,000 options, with the tranches exercisable on and from the second anniversary, third anniversary and fourth anniversary of the completion of the Private Placement respectively.
Following the SGM and the issue of the Offer Shares and prior to the issue of common shares in the Subsequent Offering and pursuant to the above mentioned options, the Company's authorised share capital will be USD 2 800 000, consisting of 280 000 000 common shares with a par value of USD 0.01 each, of which 236 736 900 common shares will have been issued.
ABG 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 acted as Joint Lead Managers and Bookrunners (the "Managers") for the Private Placement. Advokatfirmaet Thommessen AS is legal counsel to the Company and Advokatfirmaet Wiersholm AS is legal counsel to the Managers.
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.