NODL: NORTHERN DRILLING LTD. AND NORTHERN OCEAN LTD – UPDATE ON EXCHANGE OFFER
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG 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.
Reference is made to previous stock exchange releases by Northern Drilling Ltd. (“NODL”) on 6 February 2020 regarding, inter alia, an exchange offer where eligible shareholders in NODL may accept to exchange certain shares they own in NODL with consideration in the form of shares in Northern Ocean Ltd. (“NOL”) owned by NODL (the “Exchange Offer”). Shares in NODL accepted for in the Exchange Offer will be cancelled at completion of the Exchange Offer. Reference is further made to the stock exchange notices published by NODL on 21 February 2020 regarding that the acceptance period in the Exchange Offer (the “Acceptance Period”) has expired and that eligible shareholders in NODL can no longer accept the Exchange Offer and that the final results of the Exchange Offer will be announced on or about 26 February 2020 once the final count of acceptances under the Exchange Offer has been completed.
The Exchange Offer was directed towards eligible shareholders in NODL that could lawfully participate in the Exchange Offer and that were holders of shares in NODL at the end of the Acceptance Period as they are recorded in NODL’s register of shareholders with the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) (the “VPS”) on 24 February 2020 (T+2 with the Acceptance Period ending on 20 February 2020) (the “Exchange Offer Record Date”). For each 2.0316 NODL shares owned as registered in the VPS on the Exchange Offer Record Date, each Eligible Offeree will be entitled to receive 1 share in NOL (the “Exchange Offer Ratio”), as rounded down to the nearest whole number of NOL share. The eligible shareholders could elect to accept the Exchange Offer for 85% of the shares they are owning in NODL as registered in the VPS on the Exchange Offer Record Date and as per the Exchange Offer Ratio (as rounded), but they could also choose to accept the Exchange Offer for a higher or lower number of shares, as further described in the prospectus dated 6 February 2020 (the “Prospectus”). Reference is made to the Prospectus for the full description of the Exchange Offer.
Upon expiry of the Acceptance Period at 16:30 CET on 20 February 2020, and only based on preliminary counting, indications of approximately up to 85% of the NODL shares outstanding have been accepted in the Exchange Offer, equalling up to in the range of 91 million of the current 107,555,983 NODL shares issued and outstanding in NODL, implying that NODL will following the completion of the Exchange Offer (and the corresponding cancellation of accepted NODL shares) have in the range of 16 million shares issued and outstanding. Subject to the preliminary results indicated above, NODL’s ownership in NOL will decrease from its current approximately 70% ownership in NOL to less than 5% ownership in NOL. Following Hemen Holding Ltd. (“Hemen”)’s previously announced acceptance of the Exchange Offer of the weighted average acceptance rate in the Exchange Offer, it is expected that Hemen’s ownership in NODL will remain at 39.4% following completion of the Exchange Offer.
The final result of the Exchange Offer is expected to be announced on or about 26 February 2020 once the final count of acceptances under the Exchange Offer has been completed. It is emphasised that the preliminary result is preliminary only and subject to further control of acceptances received, including control of acceptances on the Exchange Offer Record Date. The final result may therefore materially deviate.
The acceptance of the Exchange Offer is irrevocable on the accepting shareholder, and may not be withdrawn, in whole or in part, by the accepting shareholder once DNB Markets, a part of DNB Bank ASA as receiving agent (the “Receiving Agent” or “DNB Markets”) has received the Exchange Offer acceptance form.
By delivering a duly executed Exchange Offer acceptance form, shareholders have irrevocably authorised the Receiving Agent to debit such accepting shareholders’ VPS-account, and to transfer the accepted NODL shares to NODL against the transfer of shares in NOL as per the terms of the Exchange Offer. Accepting shareholders cannot sell, transfer or in any way dispose over NODL shares accepted for in the Exchange Offer.
The overview below provides certain indicative key dates for the Exchange Offer, subject to change:
|Expiry of the Application Period:||20 February 2020, at 16:30 CET|
|Distribution of allocation letters to accepting shareholders:||On or about 26 February 2020|
|Settlement of the Exchange Offer:||On or about 26 February 2020|
|Delivery of Company Shares to investors VPS’ accounts||On or about 26 February 2020|
|Start of trading in Company Shares on Oslo Børs or Oslo Axess:||On or about 27 February 2020|
Please note as previously mentioned that completion of the Exchange Offer is subject to certain terms and conditions, including satisfying criteria set by Oslo Børs for listing of the shares of NOL on Oslo Børs or alternatively Oslo Axess, as further described in the announcement by NODL on 6 February 2020 and in the Prospectus. It is not possible to verify the fulfilment of such conditions until the final count of the Exchange Offer has been made on or about 26 February 2020.
DNB Markets: +47 23 26 81 01
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of NODL or NOL. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. Neither NODL nor NOL intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although NODL and NOL believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which NODL or NOL operate, NODL’s and NOL’s ability to attract, retain and motivate qualified personnel, changes in NODL’s and NOL’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Neither NODL nor NOL guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Neither NODL nor NOL undertakes any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the managers for the offering nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities NODL or NOL. Neither the managers for the offering nor any of their respective affiliates accepts any liability arising from the use of this announcement.
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.