NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE RELEASE FOR CERTAIN OTHER RESTRICTIONS.
Arendal, 18 April 2011
As stated in the stock exchange notice of Friday 15 April 2011, all of the new shares to be issued by Sevan Drilling ASA ("Sevan Drilling" or the "Company") in its initial public offering (the "Offering") were fully subscribed at a share price of NOK 12 per share, raising gross proceeds for the Company in excess of USD 350 million.
In addition to the approx. 160.4 million new shares (the "Primary Issuance"), the Offering consisted of a secondary sale (the "Secondary Sale") of existing shares currently held by the Company's sole shareholder, Sevan Marine ASA ("Sevan Marine"). Following expiry of the application period on Friday 15 April 2011, the demand for the Secondary Sale did not satisfy Sevan Marine's target. The Company and Sevan Marine have decided, based on support from Sevan Marine's main shareholders and from investors representing the majority of the demand in the Offering, that they may carry out the Offering and list the Company's shares on the basis of the Primary Issuance only.
Sevan Marine will, provided that 160.4 million new shares are issued in the Primary Issuance, retain an ownership of approx. 37% in the Company following completion of the Offering. As described in the prospectus, the shares held by Sevan Marine in the Company will be subject to a 12 month lock-up from the first day of trading of the shares on Oslo Børs.
The Company will publish a supplementary prospectus describing the changes in the Offering in accordance with section 7-15 in the Norwegian Securities Trading Act. The supplementary prospectus is expected to be approved and published today.
The Company and Sevan Marine have, given the publication of a supplemental prospectus, decided to extend the application period to 12.00 hours (CET) on Wednesday 20 April 2011 for the retail and employee offering and to 17.30 hours (CET) on Wednesday 20 April 2011 for the institutional offering, subject to extensions.
For further information about the Offering please refer to the prospectus dated 5 April 2011, which is available (subject to restrictions) at www.sevandrilling.com; www.pareto.no; www.abgsc.no; www.arcticsec.no; www.first.no and www.sebenskilda.no.
The information in this announcement is subject to the disclosure requirements of the Norwegian Securities Trading Act section 5-12 and/or the Oslo Børs - Continuing Obligations.
Sevan Drilling is an international offshore drilling contractor specializing in the UDW segment.
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
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.