INITIAL PUBLIC OFFERING OF SEVAN DRILLING FINALISED
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Arendal, 28 April 2011
Sevan Drilling ASA (the "Company" or "Sevan Drilling") and Sevan Marine ASA ("Sevan Marine") announce the completion of the bookbuilding period for the initial public offering of the shares in Sevan Drilling (the "Offering").
Sevan Drilling will issue 240,625,000 new shares in connection with the Offering, representing 71.5% of the shares of the Company after completion of the share issue. Following the offering, the total outstanding number of shares will be 336,625,000. In addition to the new shares issued, the managers of the Offering have over-allotted 13,000,000 shares, and exercised their option to borrow 13,000,000 shares from the current sole shareholder of the Company, Sevan Marine, for the purpose of covering such over-allotment.
Sevan Marine has decided not to sell any of its shares in the Company in the Offering except to the extent the over-allotment ("greenshoe") option granted to the managers of the Offering to cover over-allotments is exercised. Sevan Marine's ownership in the Company following completion of the share issue will be 28.5% excluding the over-allotment option and 24.7% assuming full exercise of the over-allotment option.
Shares will be priced at NOK 8 per share. The Offering will raise gross proceeds to Sevan Drilling of NOK 1,925 million. Based on the offer price of NOK 8 per share, Sevan Drilling will have a market capitalisation of approximately NOK 2.7 billion following completion of the share issue and is expected to have approximately 470 shareholders.
Oslo Børs approved the listing of the shares in Sevan Drilling on Oslo Børs or Oslo Axess in a meeting on 27 April 2011, depending on the Company's fulfilment of certain listing criteria, cf. the stock exchange notice of 27 April 2011. As Sevan Drilling does not fulfil the requirement of 500 shareholders and a share price of minimum NOK 10 per share at the time of listing as required by the listing rules of Oslo Børs, it is expected to be listed on Oslo Axess following completion of the Offering. The Company intends to apply for a listing of its shares on Oslo Børs as soon as the requirements for listing on Oslo Børs are fulfilled.
Payment date for the shares allocated in the Offering is 2 May 2011. Trading of the shares in Sevan Drilling on Oslo Axess is expected to commence on or about 3 May 2011.
Notifications of allotted shares and the corresponding amounts to be paid by investors are expected to be distributed in letters to the investors today, on 28 April 2011. Investors having access to investor services through their VPS account manager will be able to check the number of shares allocated to them from 13.00 hours (CET) on 2 May 2011 in the VPS.
"We are very pleased to have secured the financing of the activities in Sevan Drilling and a separate listing of its shares," says Jan Erik Tveteraas, CEO of Sevan Drilling. "We are looking forward to developing and expanding the existing business of the Company."
Over-allotment option and lock-up
Sevan Marine has granted the managers an over-allotment option of up to 13,000,000 shares, exercisable by Pareto Securities as stabilising manager within 30 days following the first day of trading of the shares on Oslo Børs. The over-allotment option can be exercised to purchase Sevan Drilling shares held by Sevan Marine in order to cover over-allotments or other short positions in connection with the Offering. A separate disclosure will be issued by the stabilisation manager regarding the over-allotment and stabilisation activities.
Sevan Marine has agreed not to dispose of their shares in Sevan Drilling for a period of 12 months from the first day of trading of the shares on Oslo Børs, as described in the prospectus dated 5 April 2011.
Pareto Securities AS acted as Global Coordinator in the Offering. Pareto Securities AS, ABG Sundal Collier Norge ASA, Arctic Securities ASA, First Securities AS, ING and SEB Enskilda AS acted as Joint Lead Managers and Joint Bookrunners for the Offering.
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 ultra deep water 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.