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Arendal, 4 April 2011
The Board of Sevan Drilling ASA ("Sevan Drilling" or the "Company") has, together with Sevan Marine ASA ("Sevan Marine"), approved the indicative price range for the initial public offering of Sevan Drilling, cf. Sevan Marine's notice of 25 March 2011. The initial public offering consists of a primary offering of new shares issued by Sevan Drilling with gross proceeds of NOK 1,925 million (~USD 350 million) and a secondary offering of existing shares by Sevan Marine with gross proceeds of up to NOK 1,344 million (~USD 245 million), excluding any shares issued pursuant to an over-allotment option granted to the managers (the "Offering"). The indicative offer price range has been set to NOK 16 to NOK 21 per share.
The Offering consists of 92 million to 120 million new shares to be issued by the Company and 64 million existing shares which are being offered by Sevan Marine, in total from 156 million up to 184 million shares (excluding any shares sold pursuant to the over-allotment option of up to 13 million shares), which will be offered through an institutional offering and a parallel retail offering and employee offering. Prior to the Offering, the Company has 96 million shares outstanding.
The bookbuilding process, which will form the basis for the final determination of the offer price and the number of offer shares, will be conducted only in connection with the institutional offering (described below). The indicative price range may be amended during the bookbuilding period. Any such amendments to the indicative price range will be announced in releases through the electronic information system of Oslo Børs.
The terms and conditions of the Offering will be presented in the listing and offering prospectus, which is expected to be published on or about Tuesday 5 April 2010, subject to the approval of the Norwegian Financial Supervisory Authority.
The prospectus describing the Offering and the listing of Sevan Drilling's shares on Oslo Børs will be available to the public in Norway on www.sevanmarine.com; www.sevandrilling.com; www.pareto.no; www.abgsc.no; www.arcticsec.no; www.first.no and www.sebenskilda.no. A printed version of the prospectus may be obtained free of charge at the premises of the Company and Sevan Marine at Kittelsbuktveien 5, 4836 Arendal, Norway, as well as from the offices of any of the managers.
The bookbuilding and application period for the Offering is expected to run from 5 April 2011 at 09.00 hours (CET) to 15 April 2011 at 12.00 hours (CET) for the retail and employee offering and to 15 April 2011 at 17.30 hours (CET) for the institutional offering, subject to extensions.
In the institutional offering, shares are being offered to institutional investors and professional investors in Norway and outside of Norway and the United States in reliance on Regulation S under the US Securities Act, and in the United States to a limited number of QIBs in reliance on Rule 144A under the US Securities Act, subject to a lower limit per order of NOK 1,000,000.
In the retail offering, shares are being offered to the public in Norway, subject to a lower limit per application of an amount of NOK 10,000 and an upper limit per application of an amount of NOK 999,999 for each investor.
In the employee offering, shares are being offered to eligible employees of Sevan Drilling and Sevan Marine, subject to a lower limit per application of an amount of NOK 10,000 and an upper limit per application of an amount of NOK 100,000. Applicants in the employee offering will receive a discount of 10 per cent of the offer price per share allocated to such eligible employee.
The Company expects that the share capital increase pertaining to the Offering will be registered in the Norwegian Register of Business Enterprises and that the shares are delivered to the investors' VPS accounts 28 April 2011, and that first day of listing and commencement of trading in the shares on Oslo Børs will be 29 April 2011.
The Company and Sevan Marine have engaged Pareto Securities AS as Global Coordinator. Pareto Securities AS, ABG Sundal Collier Norge ASA, Arctic Securities ASA, First Securities AS, ING and SEB Enskilda AS act as Joint Lead Managers and Joint Bookrunners for the Offering. Bugge, Arentz-Hansen & Rasmussen (BA-HR) has acted as legal advisor to the Company.
The table below provides certain indicative key dates for the Offering:
Commencement of bookbuilding period and application period: 5 April
End of bookbuilding period at 17:30 hours (CET): 15 April
End of application period at 12:00 hours (CET) : 15 April
Allocation of offer shares: 18 April
Allocation letters distributed: 18 April
Meeting of the Board of Directors of Oslo Børs (to resolve on listing application): 27 April
Payment due date for the Offer Shares: 27 April
Registration of the share capital increase with the Norwegian Register of Business Enterprises: 27 April
Delivery of Offer Shares: 28 April
Commencement of trading in the Shares on Oslo Børs: 29 April
The bookbuilding and application periods are subject to extensions. To the extent the bookbuilding period and the application period are extended, all other dates referred to above will be extended correspondingly. Any such extensions will be announced in releases through the electronic information system of Oslo Børs.
For further information, please refer to the prospectus for the Offering.
Sevan Drilling ASA is an international offshore drilling contractor specializing in the UDW segment. Sevan Drilling ASA has applied for a listing on Oslo Børs.
For further information, please contact:
Jan Erik Tveteraas, CEO, Sevan Drilling ASA (Media)
+47 37404000 office
+47 95214925 mobile
Jon H. Wilmann, CFO, Sevan Drilling ASA (Analysts)
+47 64001847 office
+47 90560406 mobile
Birte Norheim, VP Finance, Sevan Marine ASA (Analysts)
+47 37404201 office
+47 95293321 mobile
This announcement is not for publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). Copies of this announcement are not being made available in and may not be distributed or sent into Australia, Canada, Japan or the United States.
The issue, subscription, purchase or sale of shares of Sevan Drilling are subject to specific legal or regulatory restrictions in certain jurisdictions. Sevan Drilling assumes no responsibility in the event there is a violation by any person of such restrictions.
This announcement does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered or sold in the United States except pursuant to an effective registration statement under or an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the "Securities Act").
The securities mentioned herein have not been, and will not be, registered under the Securities Act. All offers and sales outside the United States will be made in reliance on Regulation S under the Securities Act.
This announcement is issued pursuant to legal information obligations. It is not a prospectus, disclosure document or offering document and does not purport to be complete. Nothing in this announcement should be interpreted as a term or condition of the Offering. Investors should not subscribe for, purchase, otherwise acquire, sell or otherwise dispose of shares except on the basis of information in the prospectus published by Sevan Drilling in connection with the Offering which will contain further information relating to the company.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire any securities offered by any person in any jurisdiction in which such an offer or solicitation is unlawful. The distribution of this announcement and/or the prospectus into jurisdictions other than Norway may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Pareto Securities AS, ABG Sundal Collier Norge ASA, Arctic Securities ASA, First Securities AS, ING and SEB Enskilda AS are acting for Sevan Drilling and Sevan Marine and no one else in connection with the Offering and will not be responsible to anyone other than Sevan Drilling and Sevan Marine for providing the protections afforded to their respective clients or for providing advice in relation to the Offering and/or any other matter referred to in this announcement.
This announcement and any materials distributed in connection with this announcement may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect Sevan Drilling's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, including the risks and uncertainties to be set out in the prospectus.
This information is subject to mandatory disclosure requirements pursuant to the Norwegian Securities Trading Act section 5-12.