NODL: PRIVATE PLACEMENT SUCCESSFULLY COMPLETED
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.
1 February 2023: Reference is made to the stock exchange release by Northern Drilling Ltd. (the “Company”) on 1 February 2023 regarding the intention to carry out a private placement (the “Private Placement”) of new shares in the Company.
The Company is pleased to announce that the Private Placement has been successfully placed, and that it has allocated 3,214,806 new shares (the “New Shares”) at a subscription price per New Share of NOK 31.00 (the “Subscription Price”), raising approx. USD 10 million in gross proceeds.
The net proceeds from the Private Placement will be used to cover litigation costs for the ongoing arbitration proceedings relating to claims arising from the termination of resale shipbuilding contracts for the drillships West Aquila and West Libra, and for general corporate purposes.
Notification of allocation and settlement instructions for the Private Placement are expected to be issued by the Manager (as defined below) to applicants on 2 February 2023.
Settlement of the New Shares allocated in the Private Placement is expected to take place on or about 6 February 2023 on delivery versus payment basis by delivery of existing and unencumbered shares in the Company that are already listed on the Oslo Børs pursuant to a share lending agreement (the “Share Lending Agreement”) between the Company, the Manager and Hemen Holding Ltd. (“Hemen”). The Manager will settle the share loan from Hemen with the new shares issued in connection with the Private Placement.
Following issuance of the New Shares, the Company will have an issued share capital of USD 19,347,823 divided into 19,347,823 ordinary shares, each with a nominal value of USD 1.00.
The Company’s largest shareholder, Hemen Holding, was allocated 1,305,161 New Shares, corresponding to its pro-rata shareholding, and will hold 7,860,312 shares, corresponding to approx. 40.63% ownership following the Private Placement.
The Company has considered the Private Placement in light of the equal treatment obligations under applicable regulations and is of the opinion that the waiver of the preferential rights inherent in a private placement, taking into consideration the time, costs and risk of alternative methods of the securing the desired funding, is in the common interest of the shareholders of the Company. By structuring the equity raise as a private placement, the Company has been able to raise equity efficiently, with a limited discount of 3.1% compared to the closing price as of the end of 1 February 2023, and a 1.1% discount to the volume-weighted average price of the Company’s shares traded on the Oslo Stock Exchange during 1 February 2023. The shares issued in the Private Placement represent less than 20% of the total outstanding shares of the Company prior to the Private Placement. The Company and the Manager have also as part of the Private Placement been in contact with shareholders representing a significant amount of the outstanding shares. The board of directors has on this basis resolved to not proceed with a subsequent repair offering towards shareholders who did not participate in the Private Placement.
SpareBank 1 Markets AS acted as sole bookrunner in the Private Placement (the “Manager”). Advokatfirmaet Schjødt AS acted as legal advisor to the Company in the Private Placement.
Jonas Ytreland, CFO
+47 994 65 550
Additional information about the Company can be found at:
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.