23 April 2015
Approval of Annual Accounts
The board of directors of Sevan Drilling ASA ("Sevan" or the "Company") has approved the annual accounts and report for 2014. Except for minor adjustments, there are no changes in the income statement or equity compared with the preliminary annual figures presented in connection with the Q4 announcement on 26 February 2015.
The Company's annual report for 2014 will be published on the website at www.sevandrilling.com and www.newsweb.no.
Summons of Annual General Meeting
Sevan's board of directors summons for an annual general meeting to be held at 2.00 pm (CET) on Friday 15 May 2015, at the Advokatfirmaet Wiersholm's office in Oslo, Norway.
The complete notice with all appendices can be downloaded from the Company's website, www.sevandrilling.com. The notice of the meeting including the registration and proxy form will be sent to the shareholders whose address is known 24 April 2015.
Shareholders who wish to attend the general meeting are requested to notify Sevan by 2.00 pm (CET) on Wednesday 13 May 2015, by submitting the enclosed attendance form to Nordea Bank Norge ASA, Verdipapirservice, P.O. Box 1166 Sentrum 0107 Oslo, Norway (fax: +47 22 48 63 49). Voting proxies may be given by using the enclosed proxy form.
Migration from Norway to Bermuda
Reference is made to statements regarding the migration from Norway to Bermuda in the quarterly reports of 2014 and in a press release dated 6 October 2014.
Sevan's board of directors has resolved to propose to the shareholders a plan to migrate the parent company in the Sevan Drilling Group from Norway to Bermuda. The board of directors proposes that the migration is completed through a capital reduction distributing all shares in Sevan Drilling Ltd (Bermuda) to the Company's shareholders as repayment of paid-in capital. The distribution will be done in a proportion securing that they will hold the same relative ownership in the new parent (Sevan Drilling Ltd) as they have in the Company. The implementation of the proposal is conditional upon Oslo Børs resolving to list the shares in Sevan Drilling Ltd. on Oslo Børs or alternatively on Oslo Axess and completion of the capital decrease. The current timeline for the process indicates that the capital decrease and simultaneous listing of Sevan Drilling Ltd can be completed late-June.
In Q4 2014, as preparation for the migration, the Company contributed all of its assets and liabilities including investment in subsidiaries to Sevan Drilling Ltd as a contribution in kind in exchange for shares in Sevan Drilling Ltd. Further, the Company entered into a management services agreement with its subsidiary Sevan Drilling Management AS. This agreement will be continued with Sevan Drilling Ltd. after the migration.
In connection with the board of directors preparing for the migration the book value of the investment in Sevan Drilling Ltd was assessed. An impairment was calculated based on the lower of book value versus sales price in accordance with Norwegian GAAP. Consequently, the board has resolved to record a non-cash impairment in 2014 for USD 597.3 million in the Company's statutory financial statements. This impairment does not impact the consolidated accounts of the Group.
The functional currency of the statutory accounts of the Company was changed to Norwegian Kroner effective 1 January 2015 and in connection with the proposed capital reduction the Company prepared an interim balance sheet. The investment in Sevan Drilling Ltd. was again assessed for this purpose and based on the sales price of the Company at the date of the interim balance sheet the investment was impaired with NOK 493.2 million.
The board of directors proposes to the shareholders to reduce the share capital from NOK 594,623,436 to NOK 1,000,000 by a reduction of NOK 593,623,436 providing sufficient other equity to complete the migration, whereby NOK 179.3 million will be used to cover losses which cannot otherwise be covered, NOK 386.5 million will be distributed to shareholders as repayment of paid in capital by distributing shares of Sevan Drilling Ltd, and the remaining NOK 27.9 million will be transferred to other equity.
On 23 April 2015 Sevan Drilling Ltd. submitted an application for listing of its shares on Oslo Børs, or alternatively Oslo Axess. As of this date Sevan Drilling Ltd. will disclose information required under the Securities Trading Act on the "SEVDR" ticker on Oslo Børs until the time of the listing. The ISIN number is BMG8070J1099.
Additional information regarding the migration plan is available in the Company's annual report for 2014, the notice of the annual general meeting with appendices and at the Company's web site www.sevandrilling.com.
For further information, please contact:
Scott McReaken, CEO, Sevan Drilling ASA
+47 911 94 651 mobile
About Sevan Drilling:
Sevan Drilling ASA is an international offshore drilling contractor specializing in the ultra deepwater segment. Sevan Drilling ASA is listed on Oslo Børs.
This information is subject of the disclosure requirements pursuant to § 5-12 of the Norwegian Securities Trading Act, ref. §§ 5-1, 5-2 and 5-3.