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WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Hamilton, Bermuda, 7 March 2023
Reference is made to the stock exchange announcement made by Archer Limited
(âArcherâ, the âCompanyâ and together with its subsidiaries, the âGroupâ) on 6
March 2023 regarding a contemplated private placement (the âPrivate Placementâ)
of new common shares in the Company (the âNew Sharesâ).
The Company is pleased to announce that it has raised the NOK equivalent of USD
100 million in gross proceeds through the Private Placement of 1,040,000,000 new
common shares at a subscription price of NOK 1 per share (the âSubscription
Priceâ). The Private Placement was carried out on the basis of an accelerated
bookbuilding process managed by DNB Markets, a part of DNB Bank ASA, Pareto
Securities AS, Skandinaviska Enskilda Banken AB (publ), Oslo Branch, SpareBank 1
Markets AS and Arctic Securities AS, as joint bookrunners in the Private
Placement (the âManagersâ).
The Private Placement is divided in two separate tranches, where the first
tranche (âTranche 1â) consists of 618,800,000 New Shares (the âTranche 1
Sharesâ) and the second tranche (âTranche 2â) consists of the remaining
421,200,000 New Shares in the Private Placement (the âTranche 2 Sharesâ).
The net proceeds from the Private Placement will be used to retire existing
debt. In the event that the conditions for completion Tranche 2 are not
satisfied, the net proceeds from Tranche 1 will be used to retire part of the
Companyâs current debt arrangements.
Allocation to pre-committing investors and primary insiders:
One of the Companyâs largest shareholders, Hemen Holding Ltd. (âHemenâ),
subscribed for, and was allocated, New Shares for the NOK equivalent of USD 25.0
million in the Private Placement. The Companyâs largest shareholder, Paratus
Energy Services Limited (âParatusâ), subscribed for, and was allocated, New
Shares for the NOK equivalent of USD 15.5 million. The CEO and CFO in Archer
subscribed for, and were allocated, New Shares for NOK 1 million and NOK
400,000, respectively. Jan Erik Klepsland, which is part of the Board,
subscribed for, and was allocated, New Shares for NOK 500,000.
Settlement:
Notification of allocations and settlement instructions for the Private
Placement is expected to be distributed by the Managers to the applicants on 7
March 2023. Hemen and Paratus have been conditionally allocated the Tranche 2
Shares, meaning that the other investors have been allocated Tranche 1 Shares.
Settlement of the Tranche 1 Shares is expected to take place on or about 9 March
2023 on a delivery versus payment (DVP) basis. The Tranche 1 Shares will be
issued on separate ISIN no. BMG0451H1410 pending approval and publication of a
prospectus for the listing of the New Shares and for the Subsequent Offering (as
defined below). Settlement of Tranche 2 Shares is expected to take place on or
about 30 March 2023 on a DVP basis.
The Company and DNB Markets, a part of DNB Bank ASA, have entered into a pre
-funding agreement in order to facilitate swift registration of the share
capital increase pertaining to the Shares and subsequent DVP settlement of the
Shares in each respective tranche (the âPre-Funding Agreementâ).
Following the issue of the Tranche 1 Shares, the Companyâs issued share capital
will be USD 7,675,586.12 divided on 767,558,612 common shares, each with a par
value of USD 0.01. Following, and subject to, the successful completion of
Tranche 2, the Companyâs issued share capital will be increased to USD
11,887,586.12, divided on 1,188,758,612 Shares, each with a par value of USD
0.01.
Completion of the Private Placement:
Completion of Tranche 1 is subject to: (i) All necessary corporate resolutions
being validly made by the Company including, without limitation the Board
resolving to consummate the Private Placement and to issue the Tranche 1 Shares
based on the Companyâs currently authorized but unissued share capital (ii) the
Pre-Funding Agreement being entered into and remaining in full force and effect
with respect to the Tranche 1 Shares; and (iii) registration of the Tranche 1
Shares with Euronext Securities Oslo (the âVPSâ) .
Completion of Tranche 2 is subject to: (i) All necessary corporate resolutions
being validly made by the Company including, without limitation (a) the Board
resolving to consummate the Private Placement; and (b) the SGM resolving to
increase the Companyâs authorized share capital with the amount required to
issue the Tranche 2 Shares, and the Board thereafter resolving to issue the
Tranche 2 Shares, (ii) the Pre-Funding Agreement being entered into and
remaining in full force and effect with respect to the Tranche 2 Shares; and
(iii) registration of the Tranche 2 Shares with the VPS.
Tranche 1 is not conditional upon Tranche 2, and the Tranche 1 Shares delivered
to investors will be validly issued and final regardless of whether the
conditions for completion of Tranche 2 are satisfied.
An authorization for the Board to issue the Tranche 2 Shares (through increase
of the Companyâs authorized share capital) is expected to be granted by the
special general meeting of the Company (the âSGMâ) to be held on or about 28
March 2023. Investors who were allocated shares in Tranche 1 have undertaken an
obligation to attend the SGM and vote in favor of the resolutions relating to
Tranche 2 as proposed by the Board.
Subsequent Offering:
The Private Placement represents a deviation from the shareholdersâ pre-emptive
right to subscribe for the New Shares. The Board 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. In addition, to limit the
dilutive effect of the Private Placement, the Board has resolved to carry out a
subsequent offering (the âSubsequent Offeringâ).
The Subsequent Offering will consist of up to 228,800,000 new common shares in
the Company, each with a par value of USD 0.01, for gross proceeds of up to the
NOK equivalent of USD 22 million (equal to up to 22% of the size of the Private
Placement). The Subsequent Offering will, on the basis of a prospectus, be
directed towards existing eligible shareholders in the Company as of 6 March
2023 (as registered with the VPS two trading days thereafter (the âRecord
Dateâ)) who (i) were not allocated Offer Shares in the Private Placement, and
(ii) are not resident in a jurisdiction where such offering would be unlawful,
or would (in jurisdictions other than Norway) require any prospectus filing,
registration or similar action.
Completion of the Subsequent Offering will, inter alia, be subject to (i)
completion of Tranche 1 of the Private Placement, (ii) relevant corporate
resolutions, including approval by the Companyâs board of directors, (iii)
prevailing market price of the Companyâs shares, including the price of the
Companyâs shares not trading below the offer price in the Subsequent Offering
over a period with sufficient liquidity, and (iv) the publication of an offering
prospectus approved by the Financial Supervisory Authority of Norway.
The subscription period for the Subsequent Offering is expected to commence as
soon as possible after fulfilment of the conditions set out above. The
subscription price per share in the Subsequent Offering will be the same as in
the Private Placement. The Company reserves the right, in its sole discretion,
to cancel the Subsequent Offering in its entirety due to market conditions.
Advisors:
DNB Markets, part of DNB Bank ASA (âDNB Marketsâ), Pareto Securities AS,
Sparebank 1 Markets, Skandinavia Enskildabanken AB (Public) Oslo Branch and
Arctic Securities AS are acting as Joint Bookrunners for the Private Placement
(jointly the âManagersâ).
DNB Markets is acting as financial adviser to the Company in connection with the
refinancing.
Fulcrum Advisory Partners LLP (âFulcrum Partnersâ) provided consultancy services
to the Company in connection with the Refinancing.
Advokatfirmaet Schjødt AS is acting as legal advisor to the Company and
Advokatfirmaet Wiersholm AS is acting as legal advisors to the Managers.
For additional information, please contact:
Dag Skindlo, Chief Executive Officer
Mobile: +47 982 26 624
Email: dag.skindlo@archerwell.com
Espen Joranger, Chief Financial Officer
Mobile: +47 982 06 812
Email: espen.joranger@archerwell.com
Joachim Houeland, Manager Treasury and Investor Relations
Mobile: +47 482 78 748
Email: joachim.houeland@archerwell.com
Additional information about the Company can be found at:
https://www.archerwell.com/
Important information:
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 âSecurities
Actâ), 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 âqualified institutional buyersâ 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 âProspectus Regulationâ
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 âOrderâ) 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 ârelevant personsâ). 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 or other financial instruments in
the Company is subject to specific legal or regulatory restrictions in certain
jurisdictions. Neither the Company nor the Managers 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 âbelieveâ, âexpectâ, âanticipateâ,
âstrategyâ, âintendsâ, âestimateâ, âwillâ, âmayâ, âcontinueâ, âshouldâ and
similar expressions. Any forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Such assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict. 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 any 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 any 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 made by and, and is the responsibility of, the Company. The
Managers are 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 their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein. Neither the
Managers 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 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.
Kilde
