ANNOUNCEMENT OF CONTEMPLATED PRIVATE PLACEMENT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Northern Drilling Ltd. (OSE: NODL) (the “Company”) is contemplating a private placement (the “Private Placement”) of new shares (the “Offer Shares”) for gross proceeds of NOK 2,032,000,000 (approximately USD 250,000,000). The Private Placement is directed towards investors subject to and in compliance with applicable exemptions from relevant prospectus or registration requirements. The Company has retained Pareto Securities AS, Fearnley Securities AS, Carnegie AS and Nordea Bank AB (publ), Norwegian branch, as managers in the Private Placement (the “Managers”). The net proceeds from the Private Placement will be used for further fleet expansion and general corporate purposes.
The Company will offer 31,750,000 Offer Shares at a subscription price per Offer Share of NOK 64 (the “Subscription Price”). The application period for the Private Placement will start today, November 9, 2017 at 16:30 (CET) and will close on November 10, 2017 at 08:00 (CET). The Company reserves the right to close or extend the application period at any time at its sole discretion, at short notice. The minimum order size and allocation in the Private Placement will be the NOK equivalent of EUR 100,000.
Hemen Holding Ltd., a company indirectly controlled by trusts established by Mr John Fredriksen for the benefit of his immediate family and affiliated with Greenwich Holdings Limited (“Greenwich”), the Company’s largest shareholder, has pre subscribed for and will be allocated Offer Shares for an aggregate amount of approximately NOK 529,000,000 (USD 65,000,000) in the Private Placement.
Conditional allocation of Offer Shares will be made at the discretion of the Company’s Board of Directors in consultation with the Managers, on or about November 10, 2017, subject to any shortening or extension of the application period.
Completion of the Private Placement is conditional upon the necessary corporate resolutions in the Company being made and the Offer Shares having been fully paid and validly issued. The Private Placement will be cancelled if the conditions are not fulfilled, and may be cancelled by the Company in its sole discretion for any other reason.
In order to facilitate timely delivery of already listed shares, delivery of Offer Shares allocated in the Private Placement is expected to be made by delivery of existing shares in the Company borrowed by the Managers from Greenwich. The shares delivered to investors in the Private Placement will thus be tradable on Oslo Axess immediately upon settlement. The Managers will settle the share loan from Greenwich with the new shares issued in connection with the Private Placement. The new shares will be registered under a separate ISIN pending approval of a listing prospectus by the Norwegian Financial Supervisory Authority (the “FSA”), and will not be listed or tradable on Oslo Axess until the listing prospectus has been approved, expected during December 2017.
The share issuance will be carried out as a private placement, which is considered by the Company to be in the best interest of the Company and its shareholders. In its assessment the Company has taken into account, among other things, that a private placement is likely to have a greater chance of success, and can be done at an attractive price, compared alternative structures.
Gunnar W. Eliassen, CEO
+44 (0) 74 6914 0012
Additional information about the Company can be found at: http://www.northerndrillingltd.com/
The release 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).
This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. 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 Australia, Canada, Japan or the United States. The issue, exercise, purchase or sale of subscription rights and the subscription or purchase of shares in the Company are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assumes any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release 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. The Managers are acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release.
This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company’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.