NODL: Commencement of the Subscription Period in the Subsequent Offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG, SWITZERLAND OR THE UNITED STATES 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 the stock exchange announcement from Northern Drilling Limited (the “Company”) published on 25 October 2023 regarding the successful conditional placing of 313,600,000 new shares in the Company (the “Private Placement Shares”) at a subscription price of NOK 0.125 per Private Placement Share (the “Subscription Price”) through a private placement raising gross proceeds of NOK 39,200,000 (the “Private Placement”) and the contemplated subsequent offering (the “Subsequent Offering”).
Completion of the Subsequent Offering, as well as the Private Placement, is subject to the approval by a special general meeting (“SGM”) of the Company of a proposed reduction of the par value of the Company’s shares to USD 0.01. The SGM is scheduled to be held on 7 November 2023. Completion of the Subsequent Offering is also subject to (i) the board of directors of the Company resolving to issue the Offer Shares, and (ii) registration of the increased equity of the Company pertaining to the Subsequent Offering with the relevant company registration offices in Bermuda and the VPS.
The Subsequent Offering consists of an offering of up to 32,000,000 new shares in the Company (the “Offer Shares”) at a subscription price of NOK 0.125 per Offer Share, which is equal to the Subscription Price.
Listing of the Offer Shares, as well as the Private Placement Shares, will require a listing prospectus. The Offer Shares will be registered under a separate ISIN pending approval relevant prospectus authorities and publication by the Company of such prospectus, and the Offer Shares will not be listed or tradeable on Oslo Børs until the prospectus has been approved by the NFSA and been published by the Company.
The Subsequent Offering is directed towards shareholders in the Company as of 25 October 2023 (as registered in the VPS two trading days thereafter, on 27 October 2023 (the “Record Date”)), (i) who are registered holders of less than 150,000 shares on the Record Date, (ii) who were not allocated shares in the Private Placement, and (iii) who are not resident in a jurisdiction where such offering would be unlawful or would require any prospectus, filing, registration or similar action (“Eligible Shareholders”).
For each share recorded as held in the Company as of expiry of the Record Date, each Eligible Shareholder will be entitled to allocation of 4.4104 subscription rights (the “Subscription Rights”). The number of Subscription Rights allocated to each Eligible Shareholder will be rounded down to the nearest whole Subscription Right. Each Subscription Right will, subject to applicable law, give the right to subscribe for and be allotted one Offer Share at the Subscription Price in the Subsequent Offering. Neither over-subscription nor subscription without subscription rights will be permitted. The Subscription Rights will not be tradeable.
The subscription period for the Subsequent Offering will commence today 1 November 2023 at 09:00 CET and expire on 10 November 2023 at 16:30 CET (the “Subscription Period”).
In order to subscribe for Offer Shares in the Subsequent Offering, Eligible Shareholders must provide SpareBank 1 Markets AS (the “Manager”) with a correctly completed and duly signed subscription form by the end of the Subscription Period. Subscription for Offer Shares may also take place through the VPS online subscription system. For further instructions regarding the subscription procedure, please contact the Manager.
Subscription Rights not used to subscribe for the Offer Shares (in full or partly) will lapse without any compensation upon expiry of the Subscription Period and will consequently be of no value.
Subject to completion, notifications of allocation in the Subsequent Offering are expected to be sent on or about 13 November 2023. The due date for payment of allocated Offer Shares is on or about 15 November 2023.
SpareBank 1 Markets AS is acting as sole manager for the Subsequent Offering. Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.
For further information, please contact:
Scott McReaken, CEO
Tel: +1 (832) 509-7191
This stock exchange announcement was published by Scott McReaken, CEO, on 1 November 2023 at 07:30 CET.
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan, Hong Kong, Switzerland 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, does not purport to be full or complete 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 where such offer of solicitation is unlawful. 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”), or under the applicable securities laws of Australia, Canada or Japan. 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, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Manager assume any responsibility in the event there is a violation by any person of such restrictions.
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 (EU) 2017/1129 (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at “qualified investors” within the meaning of Regulation (EU) 2017/1129 as it forms part of the laws of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (including any statutory instruments made in exercise of the powers conferred by such act) who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to 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 “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will” 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 the Company believes 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. 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. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. This announcement is made by, and is the responsibility of, the Company. The Manager is acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. The Manager and its affiliates disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
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.
Neither the Manager nor any of its affiliates make any representation or warranty, express or implied, as to the accuracy and completeness of this announcement (or whether any information has been omitted from the announcement) or as to any other information relating to the Company its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith, 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 of the Company. Neither the Manager nor any of its affiliates accept any liability arising from the use of this announcement.
In connection with any offering of the shares, the Manager and any of its affiliates acting as an investor for their own account may take up as a principal position in any shares and in that capacity may retain, purchase or sell for their own accounts such shares. In addition, they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of shares. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.