Archer Limited (ARCHER) 🛢

Kronn · mars 6, 2023, 3:57pm

Woah, aksjekurs betyr lite når gjeldstynget selskap skal ordne finansene sine 🥸

TekBot · mars 7, 2023, 1:26am

Archer Limited - 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
…

Vis børsmeldingen

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
(“Archer”, the “Company” and together with its subsidiaries, the “Group”) on 6
March 2023 regarding a contemplated private placement (the “Private Placement”)
of new common shares in the Company (the “New Shares”).

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 “Subscription
Price”). 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 “Managers”).

The Private Placement is divided in two separate tranches, where the first
tranche (“Tranche 1”) consists of 618,800,000 New Shares (the “Tranche 1
Shares”) and the second tranche (“Tranche 2”) consists of the remaining
421,200,000 New Shares in the Private Placement (the “Tranche 2 Shares”).

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
Company’s current debt arrangements.

Allocation to pre-committing investors and primary insiders:

One of the Company’s largest shareholders, Hemen Holding Ltd. (“Hemen”),
subscribed for, and was allocated, New Shares for the NOK equivalent of USD 25.0
million in the Private Placement. The Company’s largest shareholder, Paratus
Energy Services Limited (“Paratus”), 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 “Pre-Funding Agreement”).

Following the issue of the Tranche 1 Shares, the Company’s 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 Company’s 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 Company’s 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 “VPS”) .

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 Company’s 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 Company’s authorized share capital) is expected to be granted by the
special general meeting of the Company (the “SGM”) 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 shareholders’ 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 “Subsequent Offering”).

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 “Record
Date”)) 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 Company’s board of directors, (iii)
prevailing market price of the Company’s shares, including the price of the
Company’s 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 (“DNB Markets”), 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 “Managers”).

DNB Markets is acting as financial adviser to the Company in connection with the
refinancing.

Fulcrum Advisory Partners LLP (“Fulcrum Partners”) 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 “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 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 “believe”, “expect”, “anticipate”,
“strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” 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

Midlang86 · mars 7, 2023, 6:05am

Denne var brutal for trolig mange små sparerer.
Archer blir nok bra fremover, anbefaler de som vart med over natten til å snitte ned å ha lange briller på.

TekBot · mars 7, 2023, 7:01am

Archer Limited: Mandatory notification of trade

TekBot · mars 7, 2023, 7:01am

Archer Limited: Key information related to the potential subsequent offering

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
…

Vis børsmeldingen

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 published by Archer Limited
(“Archer” or the “Company” and together with its subsidiaries, the “Group”) on 7
March 2023 regarding the successful completion of a private placement of
1,040,000,000 new shares in the Company (the “Shares”), each with a par value of
USD 0.01, at a subscription price of NOK 1.0 per Share, raising gross proceeds
of the NOK equivalent of USD 100 million (the “Private Placement”), and a
potential subsequent offering of up to 228,800,000 new common shares, each with
a par value of USD 0.01, (the “Offer Shares”) at the same subscription price as
in the Private Placement (the “Subsequent Offering”).

The Company has, subject to completion of the first tranche of the Private
Placement (“Tranche 1”) and certain other conditions set out below, resolved to
carry out the Subsequent Offering. The Subsequent Offering will consist of up to
228,800,000 Offer Shares which, subject to applicable securities law, will be
directed towards existing eligible shareholders in the Company as of 6 March
2023 (as registered with the VPS on 8 March 2023) (the “Record Date”)) who (i)
were not allocated 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
(the “Eligible Shareholders”). The Eligible Shareholders will be granted non
-transferable subscription rights (the “Subscription Rights”) based on their
registered shareholdings in the Company’s register of shareholders with the VPS
as of expiry of the Record Date. Each Subscription Right will give the right to
subscribe for and be allocated one (1) Offer Share rounded down to the nearest
whole Subscription Right, subject to applicable securities laws.

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 Company’s board of directors, (iii)
prevailing market price of the Company’s shares, including the price of the
Company’s 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 following the fulfilment of the conditions set out above. The
Company reserves the right, in its sole discretion, to cancel the Subsequent
Offering in its entirety due to market conditions.

In accordance with the continuing obligations of companies listed on the Oslo
Stock Exchange, the following key information is given with respect to the
Subsequent Offering:

· Date on which the terms and conditions of the repair issue were announced: 7
March 2023
· Last day including right: 6 March 2023
· Ex-date: 7 March 2023
· Record date: 8 March 2023
· Maximum number of new shares: 228,800,000 new shares
· Subscription price: NOK 1.00

Advisors:

DNB Markets, part of DNB Bank ASA (“DNB Markets”), 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 “Managers”).

Fulcrum Advisory Partners LLP (“Fulcrum Partners”) 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

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 “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
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.

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.

Kilde

TekBot · mars 7, 2023, 7:09am

Archer Limited - Disclosure of large shareholdings

Reference is made to the stock exchange announcement made by Archer Limited (the
“Company”) on 7 March 2023 regarding the successful completion of a private
placement (the “Private Placement”) of 1,040,000,000 new common shares in the
…

Vis børsmeldingen

Company (the “New Shares”) raising gross proceeds of USD 100 million. The
Private Placement is divided in two separate tranches, where the first tranche
consists of 618,800,000 New Shares and the second tranche (“Tranche 2”) consists
of 421,200,000 New Shares.

Hemen Holding Ltd. (“Hemen”) has been allocated 260,000,000 New Shares in
Tranche 2 of the Private Placement. Following issuance of these shares, Hemen
will hold a total of 280,179,529 shares in the Company, representing 23.6% of
the total number of shares and voting rights in the Company following completion
of the Private Placement.

The issuance of Tranche 2 Shares is subject to certain conditions being
fulfilled, including the special general meeting of the Company to be held on or
about 28 March 2023 approving the required increase of the Company’s share
capital.

This information is subject to the disclosure requirements pursuant to Section 5
-12 of the Norwegian Securities Trading Act.

Kilde

HO5 · mars 7, 2023, 8:10am

minstetildeling på 10 000 aksjer ser det ut som

Buffet · mars 7, 2023, 8:51am

Heftig rabatt

HO5 · mars 7, 2023, 8:52am

mars kommer transje 1 i handel

TekBot · mars 8, 2023, 3:58pm

Archer Limited - New share capital registered

Hamilton, Bermuda (March 8, 2023)

Reference is made to the stock exchange announcement made by Archer Limited (the
…

Vis børsmeldingen

“Company”) on 7 March 2023 regarding the successful completion of a private
placement (the “Private Placement”) of 1,040,000,000 new common shares in the
Company raising gross proceeds of the NOK equivalent of USD 100 million. The
Private Placement is divided in two separate tranches, where the first tranche
(“Tranche 1”) consists of 618,800,000 new shares (the “Tranche 1 Shares”) and
the second tranche consists of the remaining 421,200,000 new shares in the
Private Placement.

The Tranche 1 Shares have now been registered in Euronext Securities Oslo (being
the Company’s branch register under Bermuda law) as duly issued. Following
registration of the new share capital pertaining to the issuance of the Tranche
1 Shares, the Company’s issued share capital is USD 7,675,586.12 divided into
767,558,612 common shares, each with a nominal value of USD 0.01. The Tranche 1
Shares are placed on separate ISIN pending publication of the listing
prospectus, after which the shares will be transferred to the ordinary ISIN of
the Company.

This information is subject to the disclosure requirements pursuant to Section 5
-12 of the Norwegian Securities Trading Act.

Kilde

TekBot · mars 9, 2023, 9:07am

Archer Limited: Disclosure of large shareholdings

TekBot · mars 10, 2023, 7:00am

Archer Limited: Special General Meeting

TekBot · mars 10, 2023, 7:00am

Archer Limited - Fixed Income Investor Meetings

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
…

Vis børsmeldingen

WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.

Hamilton, Bermuda, (March 10, 2023)

Reference is made to the stock exchange announcements made by Archer Limited
(the “Company” and together with its subsidiaries, the “Group”) on 6 March 2023
regarding the in principle agreement with its secured lenders (the “Refinancing
Announcement”) and the announcement from 7 March 2023 regarding the successful
completion of the Private Placement of new shares in the Company.

DNB Markets, part of DNB Bank ASA (“DNB Markets”), Pareto Securities AS,
SpareBank 1 Markets AS, Skandinaviska Enskilda Banken AB (publ), Oslo Branch and
Arctic Securities AS (jointly the “Managers”) have been mandated by the Company
to arrange a series of fixed income investor meetings, commencing today, for the
marketing of the USD 200 million bond issue referred to in the Refinancing
Announcement (the “2nd Lien Bonds”).

The 2nd Lien Bonds will have a tenor of 4.25 years and are fully back-stopped by
a consortium led by Hemen Holding Limited. The 2nd Lien Bonds are subject to
customary covenants and will be secured on a 2nd Lien basis with a shared
security package with the Senior Facility (as defined in the Refinancing
Announcement). Net proceeds will be used to refinance the Group’s existing 1st
lien debt.

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 “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 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 “believe”, “expect”, “anticipate”,
“strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” 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

TekBot · mars 10, 2023, 7:02am

Major Shareholding Notification - Mirabella Financial Services LLP

TekBot · mars 10, 2023, 12:31pm

Flaggemelding opp i Archer Limited

TekBot · mars 10, 2023, 3:46pm

Archer Limited: Approval of prospectus and launch of subsequent offering

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
…

Vis børsmeldingen

WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.

Hamilton, Bermuda, 10 March 2023

Reference is made to the stock exchange announcements made by Archer Limited
(“Archer” or the “Company”) on 7 March 2023 regarding the successful completion
of a private placement of 1,040,000,000 new shares in the Company, each with a
par value of USD 0.01, at a subscription price of NOK 1.0 per Share, raising
gross proceeds of the NOK equivalent of USD 100 million (the “Private
Placement”) and a potential subsequent offering of up to 228,800,000 new common
shares, each with a par value of USD 0.01, (the “Offer Shares”) at the same
subscription price as in the Private Placement (the “Subsequent Offering”).Dag
Skindlo, CEO of Archer, comments:

"As we have now secured the inprincipal agreement on refinancing of Archer, we
are pleased to announce the approval of the prospectus prepared in connection
with the new private placement shares and the other shares to be issued in
connection with the refinancing, and also provide the details of the subsequent
repair offering. The subsequent offering provides an opportunity for existing
shareholders who did not participate in the placing of new shares to, on the
terms set out in the prospectus, subscribe for 3,33 new shares per share held at
the record date, at the same subscription price as in the initial placing.

We are happy to see that about 58% of the shares in the private placement were
subscribed for and allocated to our existing shareholders. Furthermore, should
the subsequent offering be fully utilized as outlined, as much as two thirds of
the total equity raise will come from existing shareholders."

Approval and publication of the Prospectus:

The Financial Supervisory Authority of Norway (Nw. Finanstilsynet) has today, on
10 March 2023, approved a prospectus prepared by the Company (the “Prospectus”)
for the purpose of listing the new shares to be issued in connection with the
Refinancing as well as the offering and listing of the Offer Shares in the
Subsequent Offering.

The Prospectus will, subject to regulatory restrictions in certain
jurisdictions, be made available at the following websites before start of the
subscription period for the Subsequent Offering at 09:00 (CET) on Monday 13
March 2023: www.dnb.no/emisjoner, www.paretosec.com/transactions, www.seb.no,
www.sb1markets.no and www.arctic.com/secno/en/offerings.

The 618,800,000 new shares issued in tranche 1 of the Private Placement will be
moved to the ordinary ISIN of the Company and become fully tradeable shortly
after publication of the Prospectus.

The Subsequent Offering:

The Company has decided to proceed with the Subsequent Offering. The Subsequent
Offering will be directed towards the Company’s shareholders as of 6 March 2023
(as documented by the shareholder register in the VPS as of the end of 8 March
2023 (the “Record Date”)) who (i) were not allocated Shares in the Private
Placement and (ii) who 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 (“Eligible Shareholders”).

Eligible Shareholders will be granted 3.33018 non-transferable subscription
rights (the “Subscription Rights”) for each Share recorded as held as of expiry
of the Record Date. The number of Subscription Rights granted to each Eligible
Shareholder will be rounded down to the nearest whole Subscription Right. Each
Subscription Right will give the right to subscribe for and be allocated one (1)
Offer Share rounded down to the nearest whole share, subject to applicable
securities laws. Over-subscription will be permitted, but there can be no
assurance that Offer Shares will be allocated for such subscriptions.
Subscription without Subscription Rights will not be permitted.

The subscription period for the Subsequent Offering commences on 13 March 2023
at 09:00 hours (CET) and, subject to any extension, expires on 24 March 2023 at
16:30 hours (CET) (the “Subscription Period”). Subscription Rights that are not
used to subscribe for Offer Shares before expiry of the Subscription Period will
have no value and will lapse without compensation to the holder.

Subscriptions for Offer Shares must be made in accordance with the procedures
set out in the Prospectus. Subscription for Offer Shares may be made by
submitting a correctly completed subscription form, attached as Appendix A to
the Prospectus, to the Managers in accordance with the terms and conditions set
out in the Prospectus. The Subscription Form will be available on
www.dnb.no/emisjoner, www.paretosec.com/transactions,
www.sb1markets.no/transaksjoner, www.seb.no and
www.arctic.com/secno/en/offerings. Subscribers who are residents of Norway with
a Norwegian personal identification number are encouraged to subscribe for Offer
Shares through the VPS online subscription system or by following the link on
www.dnb.no/emisjoner, www.paretosec.com/transactions, www.seb.no,
www.sb1markets.no/transaksjoner or www.arctic.com/secno/en/offerings.

Allocation of the Offer Shares in the Subsequent Offering will take place on or
about 27 March 2023. Notifications of allocated Offer Shares and the
corresponding subscription amount to be paid by each subscriber are expected to
be distributed in a letter or in contract notices on or about 27 March 2023.
Assuming due payment of the Offer Shares subscribed for and allocated in the
Subsequent Offering, delivery of the Offer Shares is expected to take place on
or about 4 April 2023.

The Company reserves the right, in its sole discretion, to cancel the Subsequent
Offering due to market conditions, including if the price of the Company’s
Shares on the Oslo Stock Exchange trade below the Offer Price in the Subsequent
Offering.

Additional information regarding the Subsequent Offering and further
instructions regarding the procedures for subscription of the Offer Shares,
payment and delivery are included in the Prospectus.

Advisors:

DNB Markets, part of DNB Bank ASA (“DNB Markets”), Pareto Securities AS,
Sparebank 1 Markets, Skandinavia Enskildabanken AB (Public) Oslo Branch and
Arctic Securities AS are acting as managers in the Subsequent Offering (jointly
the “Managers”).

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 “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 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 “believe”, “expect”, “anticipate”,
“strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” 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

TekBot · mars 14, 2023, 7:01am

Archer Limited: Notice of Special General Meeting

Buffet · mars 14, 2023, 8:21am

Nå man burde gå inn i Archer eller er det lite håp for dette selskapet

Tekk · mars 14, 2023, 9:03am

Noen må ha mistet hodet tidligere i dag? Jeg lastet i hvert fall opp så mye jeg følte var forsvarlig. Man får fremdeles samme inngang som store ulv og kistefos.

HO5 · mars 14, 2023, 10:27am

Det er først fra i dag av at emi-aksjene er handlebare. Fram til i går var det vakum.