NODL: Privat placement successfully subscribed, subject to approval by shareholder meeting of share capital reduction
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN 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 release by Northern Drilling Ltd. (the “Company“) on 24 October 2023 regarding the intention to carry out a private placement (the “Private Placement“) of new shares in the Company. Reference is further made to the stock exchange announcement made by the Company on 19 October 2023 regarding an update on the Company’s financing situation and its intention to appeal on a point of law and to challenge on grounds of serious irregularity the arbitration tribunal’s awards in the arbitration proceedings with Hanwha Ocean Co., Ltd. (together, the “Appeals Process“).
The Company today announces that the Private Placement has been successfully placed, and that it has conditionally allocated 313,600,000 new shares (the “New Shares“) at a subscription price per New Share of NOK 0.125 (the “Subscription Price“), raising approx. NOK 39.2 million in gross proceeds. The completion of the Private Placement and allocation and subscription of shares remain 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.
Subject to completion, the net proceeds from the Private Placement will be used to partly fund costs associated with the Appeals Process. The Company’s board of directors (the “Board“) is of the opinion that the Company will need more funding for the Appeals Process, and intends to raise such capital in several equity transactions following the Private Placement. A court decision on the challenge on grounds of serious irregularity and on whether to grant permission to appeal on a point of law is, at this early stage, anticipated to be in the first quarter of 2024 and if permission to appeal on a point of law is granted, the final decision on the appeal is expected in the second or third quarter of 2024.
Notification of conditional allocation and settlement instructions for the Private Placement are expected to be issued by the Manager (as defined below) to applicants on 26 October 2023.
Settlement of the New Shares allocated in the Private Placement is expected to take place on or about 9 November 2023 on delivery versus payment basis by delivery of New Shares.
Listing of the New Shares will require a listing prospectus. The New Shares will be registered under a separate ISIN pending approval by the Financial Supervisory Authority of Norway (the “NFSA”), and publication by the Company, of such prospectus, and the New 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.
Following issuance of the New Shares and the SGM, the Company will have an issued share capital of USD 3,329,478.23 divided into 332,947,823 ordinary shares, each with a nominal value of USD 0.01.
The Company’s largest shareholder, Hemen Holding, was allocated 306,110,052 New Shares, and will, subject to completion of the Private Placement, hold 313,971,440 shares, corresponding to approx. 94.3% ownership following the Private Placement. Completion of the Private Placement will consequently lead to Hemen crossing the mandatory offer threshold. In said case, Hemen has advised the Company that it intends to make an announcement pursuant to the Norwegian Securities Act section 6-8 to the effect that it will make a mandatory offer pursuant to the Norwegian Securities Act chapter 6.
The Board, together with the Company’s management and SpareBank 1 Markets AS (the “Manager“), has considered various transaction alternatives to secure new financing. Based on an overall assessment, considering inter alia the need for funding, execution risk and possible alternatives, the Board has on the basis of careful considerations decided that the Private Placement is the alternative that best protects the Company’s and the shareholders’ joint interests. Thus, the waiver of the preferential rights inherent in a directed share capital increase through issuance of new shares is considered necessary.
The Board will consider carrying out a subsequent offering of up to 32,000,000 new shares towards the Company’s shareholders as of 25 October 2023 (as documented by the shareholder register in the Norwegian Central Securities Depository (VPS) as of the end of 27 October 2023) who i) are registered as holder of less than 150,000 shares; (ii) not allocated shares in the Private Placement; and (iii) are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, would require any filing, registration or similar action (the “Subsequent Offering“). The subscription price in the Subsequent Offering will be equal to the subscription price in the Private Placement. The Subsequent Offering is subject to the prevailing market price of the Company’s shares following the Private Placement. The Board may decide that the Subsequent Offering will not be carried out in the event that the Company’s shares trade below the subscription price in the Subsequent Offering at adequate volumes.
SpareBank 1 Markets AS acted as sole bookrunner in the Private Placement. Advokatfirmaet Schjødt AS acted as legal advisor to the Company in the Private Placement.
This information is published in accordance with the requirements of Euronext Rule Book II, and published by Scott McReaken, CEO of Northern Drilling Ltd. on 25 October 2023 at 23:15 (CEST).
Contacts: Scott McReaken, CEO +1 (832) 509-7191
Additional information about the Company can be found at: http://www.northerndrillingltd.com/
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 the Company. 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.
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. The Company does not intend to register any part of the offering 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 “Prospectus Regulation” means Regulation (EU) 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 investments 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.
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. 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. 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 the Company 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 their 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 Company does not make any guarantee 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 announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake 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. 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. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation as implemented in any Member State.