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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
(âArcherâ or the âCompanyâ) 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 âPrivate
Placementâ) and a potential subsequent offering of up to 228,800,000 new common
shares, each with a par value of USD 0.01, (the âOffer Sharesâ) at the same
subscription price as in the Private Placement (the âSubsequent Offeringâ).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 âProspectusâ)
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 Companyâs shareholders as of 6 March 2023
(as documented by the shareholder register in the VPS as of the end of 8 March
2023 (the âRecord Dateâ)) 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 (âEligible Shareholdersâ).
Eligible Shareholders will be granted 3.33018 non-transferable subscription
rights (the âSubscription Rightsâ) 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 âSubscription Periodâ). 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 Companyâs
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 (âDNB Marketsâ), 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 âManagersâ).
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
