Sevan Drilling ASA: Raises NOK 987.5 Million in a Private Placement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
Oslo, 15 January 2013
Reference is made to stock exchange announcement from Sevan Drilling ASA (the "Company", ticker "SEVDR") dated 14 January 2013 regarding the contemplated private placement of shares in the Company. The Company hereby announces that it has raised NOK 987.5 million in gross proceeds through a private placement of 250,000,000 shares, each with a par value of NOK 1 at a price of NOK 3.95 per share (the "Private Placement").
The Private Placement took place as an accelerated bookbuilding process and was managed by Pareto Securities AS and Swedbank First Securities (collectively referred to as the "Joint Bookrunners") as joint lead managers and joint bookrunners and Carnegie as co-manager. Rothschild is acting as financial adviser to the Company.
The Private Placement was oversubscribed at the subscription price and was supported by existing shareholders, as well as new institutional investors.
The net proceeds to the Company from the Private Placement will be used as follows: (i) USD 40 million in payment of deferred liabilities and CAPEX, (ii) USD 35 million in pre-payment of bank debt and, and (iii) for general corporate purposes.
Notification of conditional allotment and payment instructions for the Private Placement will be sent to the applicants on or about 15 January 2013 through a notification to be issued by the Joint Bookrunners.
The completion of the Private Placement remains conditional upon the following being satisfied:
- approval of the Private Placement and the Subsequent Offering (as defined below) by an Extraordinary General Meeting of the Company, expected to be held on or about 6 February 2013;
payment being received for the shares to be issued in the Private Placement;
registration of the share capital increase in the Company pursuant to the Private Placement in the Norwegian Register of Business Enterprises; and
execution of amendment agreements with the Sevan Driller and Sevan Brasil bank syndicates on terms in all material respects as agreed and described in the Private Placement materials.
Subject to fulfilment of the above conditions, payment for the allocated shares is expected to take place on or about 8 February 2013. The shares to be issued are expected to be delivered to investors and be tradable on or about 13 February 2013. In the event that the prospectus for listing of the new shares in the Private Placement is not approved by the Norwegian Financial Supervisory Authority and published upon issuance of the new shares, the new shares will be assigned a separate securities number (ISIN) and, pending approval and publication of such prospectus, not be listed or tradable on Oslo Børs. The prospectus is expected to be published as soon as it is approved by the Norwegian Financial Supervisory Authority.
Subject to completion of the Private Placement and the registration of the share capital increase pertaining thereto with the Norwegian Register of Business Enterprises, the Company will have an issued share capital of NOK 586,625,000 divided into 586,625,000 shares, each with a nominal value of NOK 1.
The Board of Directors further proposes to conduct a subsequent repair offering of up to 37,500,000 new shares at NOK 3.95 per share potentially raising gross proceeds of up to NOK 148,125,000 (the "Subsequent Offering"). The Company's shareholders as of 14 January 2013 (as documented by the shareholder register in the VPS as of 17 January 2013), and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action, will receive non-transferable subscription rights based on their shareholding as of that date. Shareholders holding 300,000 shares or more as of 14 January 2013 and shareholders allocated shares in the Private Placement will not be eligible to participate in the Subsequent Offering. Funds which are under management by the same company, group of companies, fund manager(s) or similar may be treated as one shareholder when applying these limitations. The shares in the Company will trade excluding the right to participate in the Subsequent Offering from today, 15 January 2013.
The Company's main shareholder Seadrill Ltd was allocated 81,828,500 shares in the Private Placement. After the completion of the Private Placement Seadrill Ltd will hold 177,828,500 shares in the Company, equivalent to approximately 30.31 percent of the share capital.
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For further information, please contact:
Scott Kerr, CEO (+47 992 83 890)
Jon Wilmann, CFO (+47 905 60 406)
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This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into the Australia, Canada, Japan or the United States.
Certain statements contained herein that are not statements of historical fact, may constitute forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results or events concerning the Company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. Although the Company has attempted to identify important factors that could cause actual events or results to differ from those described in forward-looking statements contained herein, there can be no assurance that the forward-looking statements will prove to be accurate as actual future events could differ materially from those anticipated in such statements. Except as may be required by applicable law or stock exchange regulation, the Company undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.