NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S.
NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION
OR RELEASE WOULD BE UNLAWFUL.
Reference is made to the announcement by Odfjell Drilling Ltd. (“Odfjell
Drilling” or the “Company”, OSE: ODL) on 23 March 2022 regarding the
distribution of up to 39,463,867 shares in Odfjell Technology Ltd (“OTL”) to its
shareholders and the listing of the shares in OTL on the Oslo Stock Exchange.
– Date of approval of the distribution: 23 March 2022
– Last day including right: 24 March 2022
– Ex-date: 25 March 2022
– Record date: 28 March 2022
– Distribution date: On or about 29 March 2022*
– Listing date: On or about 29 March 2022**
– Exchange ratio: Six ODL shares give the right to receive one OTL share
(rounded down to the nearest number
of whole shares)***
– ISIN for the OTL shares: BMG6716L1081
* Completion of the distribution is subject to satisfaction of the conditions
set for the listing by the Oslo Stock Exchange.
** Subject to timely publication of a prospectus approved by the Norwegian
Financial Supervisory Authority and satisfaction of the conditions set for the
listing by the Oslo Stock Exchange, the OTL shares and OTL’s bond issue with
ISIN NO 001 2439480 are expected to be listed and commence trading on the Oslo
Stock Exchange on or about 29 March 2022. No assurance can at this stage be
given that the conditions for listing will be satisfied in time or at all.
*** In relation to the internal reorganisation and spin-off of OTL, ODL has
estimated the value of the distributed shares in OTL to NOK 4.39 per ODL share.
Please note that this valuation has been prepared previously for corporate,
accounting and tax purposes and may not be indicative of the market
capitalisation of OTL once trading in the OTL shares commences at the Oslo Stock
Exchange. Since fractions of shares represent a small value compared to the cost
of distribution of a cash compensation for such fractions, these will not be
compensated through cash payments to the affected shareholders and the shares in
OTL not distributed due to the rounding will be kept by ODL.
This information is subject to the disclosure requirements of the Oslo Stock
Exchange pursuant to Oslo Rule Book II – Issuer Rules.
For further queries, please contact:
Gillian Basson, Corporate Secretary
+44 (0)7796 547889
Aberdeen, United Kingdom
23 March 2022
Odfjell Drilling Ltd.
These materials do not constitute or form a part of any offer of securities for
sale or a solicitation of an offer to purchase securities of Odfjell Drilling
Ltd. or Odfjell Technology Ltd (each, an “Issuer”) in the United States or any
other jurisdiction. The securities of the Issuer 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 Issuer 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. No public offering of the
securities will be made in the United States.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression “EU
Prospectus Regulation” means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (together with any applicable
implementing measures in any 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.
This announcement is for information purposes only. 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 Issuer.
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. Specifically, neither this announcement nor
the information contained herein is for publication, distribution, or release,
in whole or in part, directly or indirectly, in or into or from the United
States (including its territories and possessions, any State of the United
States and the District of Columbia), Australia, Canada, Hong Kong, Japan or any
other jurisdiction where to do so would constitute a violation of the relevant
laws of such jurisdiction. The publication, distribution or release of this
announcement may be restricted by law in certain jurisdictions and persons into
whose possession any document or other information referred to herein comes
should inform themselves about and observe any such restriction. Any failure to
comply with these restrictions may constitute a violation of the securities laws
of any such jurisdiction.