Odfjell Drilling Ltd : Commencement of subscription period and key terms for the subsequent offering
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. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THE ANNOUNCEMENT.
Reference is made to the stock exchange announcement by Odfjell Drilling Ltd. (the "Company") on 19 June 2018 regarding the approval of the prospectus dated 19 June 2018 (the "Prospectus") for the subsequent offering (the "Subsequent Offering") of up to 3,775,162 new common shares in the Company (the "Offer Shares") and listing of 38,000,000 common shares (the "Private Placement Shares") having been issued in the completed private placement (the "Private Placement").
The subscription period in the Subsequent Offering commences today on 20 June 2018 and will expire on 4 July 2018 at 16:30 hours CET. Shareholders in the Company as of 19 April 2018, as registered in the VPS on 23 April 2018, (i) who were not invited to apply for Private Placement Shares in the "pre-sounding" of the Private Placement, (ii) who were not allocated shares in the Private Placement and (iii) who are not resident in a jurisdiction where such an offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action, will be eligible to participate in the Subsequent Offering and will be allocated non-transferable subscription rights. Subscription rights that are not used to subscribe for Offer Shares before 16:30 hours (CET) on 4 July 2018 will have no value and will lapse without compensation to the holder. Over-subscription and subscription without subscription rights will not be permitted.
Subscription rights of shareholders holding their common shares through a nominee will not be credited to such nominees' VPS accounts, unless such nominees have provided the Company with information of the identity of the shareholders holding shares through the nominee and thereby enabled the Company to verify that the underlying shareholder is an eligible shareholder. A separate notification to this effect, whereby the nominees have been requested to provide such information by 29 June 2018, has been sent to nominees registered as such in the shareholder register of the Company as of 19 April 2018 (as registered in the VPS on 23 April 2018). To the extent that it is verified that the underlying shareholders are eligible shareholders, the Company will instruct the Managers to, as far as possible, credit the relevant number of subscription rights to the nominee's VPS account. The Managers and the Company assumes no liability for any postal delays or other circumstances that prevent any shareholders holding their shares through a nominee to participate in the Subsequent Offering.
The Prospectus is, subject to regulatory restrictions in certain jurisdictions, available at https://www.odfjelldrilling.com/investor-relations, www.dnb.no/emisjoner and www.danskebank.no/odfjelldrilling from today, 20 June 2018. Printed copies of the Prospectus may be obtained free of charge at the Company's offices at Kokstadflaten 35, NO-5257 Kokstad, Norway.
Following the completion of the Subsequent Offering, and assuming full subscription of the Offer Shares, the number of common shares outstanding in the Company will increase by 3,775,162 shares to 240,512,062 common shares, each with a nominal value of USD 0.01. Currently, the Company's authorised share capital is USD 3,000,000, consisting of 280,000,000 common shares and 20,000,000 preference shares, each with a par value of USD 0.01. The number of issued shares prior to the Subsequent Offering is 236,736,900 common shares and 16,123,125 preference shares, resulting in a total share capital of USD 2,528,600.25.
The indicative timetable below provides certain key dates for the Subsequent Offering:
|Subsequent Offering size||3,775,162 common shares, each with a nominal value of USD 0.01|
|Subscription Period commences||20 June 2018|
|Subscription Period ends||4 July 2018 at 16:30 hours (CET)|
|Allocation of the Offer Shares||Expected on or about 4 July 2018|
|Distribution of allocation letters||Expected on or about 5 July 2018|
|Payment date||6 July 2018|
|Delivery of the Offer Shares and listing and commencement of trading in the Offer Shares on Oslo B�rs||Expected on or about 11 July 2018|
For further details on the terms of the Subsequent Offering, please see the Prospectus.
Danske bank, Norwegian Branch and DNB Markets, a part of DNB Bank ASA are acting as Managers for the Subsequent Offering. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company.
For further information, please contact:
Eirik Knudsen, VP Corporate Finance & Investor Relations
Mobile: +47 934 59 173
20 June 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.
European Economic Area
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.
Investors should not subscribe for any shares or other securities referred to in this announcement except on the basis of information contained in the Prospectus. Before purchasing or subscribing any shares, persons viewing this announcement should ensure that they fully understand and accept the risks which are set out in the Prospectus. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or other securities or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The Subsequent Offering is only available to shareholders qualifying as eligible shareholders pursuant to the terms further described in the Prospectus.
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. The Company and each of the Managers expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
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 to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.