Stabilisation and over-allotment notice
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.
Pareto Securities AS (the "Stabilisation Manager") may, on behalf of the managers (the "Managers") for the initial public offering (the "Offering") of the shares (the "Shares") of Sevan Drilling ASA ("Sevan Drilling", ticker: SEVDR, ISIN: NO0010455793), engage in stabilisation activities in the Shares from today, Tuesday 3 May 2011, to and including Thursday 2 June 2011 (the "Stabilisation Period"). In connection with the Offering, the Managers have been granted an over-allotment option (the "Over-allotment Option") by Sevan Marine ASA, Sevan Drilling's largest shareholder, and have over-allotted to the investors in the Offering 13,000,000 Shares, which equals approximately 5.7% of the number of the Shares sold in the Offering before over-allotments. The over-allotted Shares have been borrowed from Sevan Marine ASA.
For further details regarding the Offering, please refer to the stock exchange notice issued by Sevan Marine ASA on 28 April 2011. The Over-allotment Option entitles the Managers, at the request of the Stabilisation Manager, to acquire up to 13,000,000 existing Shares in Sevan Drilling at a price per Share equal to the offer price in the Offering of NOK 8 per share (the "Offer Price"). The option to acquire Shares under the Over-Allotment Option may only be exercised once and no later than 2 June 2011.
The Stabilisation Manager may, on behalf of the Managers, effect transactions with a view to supporting the market price of the Shares at a level higher than what might otherwise prevail, by buying Shares in the open market at prices equal to or lower than the Offer Price. Such stabilisation transactions may thus result in a market price that is higher than would otherwise prevail. There is no obligation on the Stabilisation Manager to undertake any stabilisation activities. Stabilisation activities, if commenced, may be discontinued at any time, and will be brought to an end upon the expiry of the Stabilisation Period.
Within one week after the end of the Stabilisation Period, the Stabilisation Manager will inform the market through the information system of Oslo Børs under the Company's ticker symbol, SEVDR, of whether any stabilisation transactions have been effected, the date at which stabilisation started, the date at which stabilisation last occurred, and the price range within which stabilisation was carried out for each of the dates during which stabilisation transactions were carried out. Any stabilisation activities will be conducted in accordance with Section 3-12 of the Norwegian Securities Trading Act and Commission Regulation (EC) No. 2273/2003 2273/2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back programs and stabilisation of financial instruments. For further details see the prospectus dated 5 April 2011 issued by Sevan Drilling ASA in connection with the Offering and the listing of its Shares on Oslo Børs.
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3 May 2011
Pareto Securities AS
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 ASAand 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 set out in the prospectus.