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WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Hamilton, Bermuda (March 27, 2023)
Reference is made to the stock exchange announcement published by Archer Limited
(âArcherâ or the âCompanyâ) on 10 March 2023 regarding the approval and
publication of a prospectus dated 10 March 2023 (the âProspectusâ) and launch of
a subsequent offering (the âSubsequent Offeringâ) of up to 228,800,000 new
common shares of the Company, each with a par value of USD 0.01, at a
subscription price of NOK 1.0 per share (the âOffer Sharesâ).
The subscription period for the Subsequent Offering (the âSubscription Periodâ)
expired on 24 March 2023 at 16:30 hours (CET). By the end of the Subscription
Period, the Company had received valid subscriptions for 17,773,685 Offer Shares
in the Subsequent Offering. As a result, a total of 17,773,685 Offer Shares will
be allocated based on in accordance with the allocation criteria set out in the
Prospectus.
The Company raised the NOK equivalent to USD 1.7 million in gross proceeds
through the Subsequent Offering. The Company intends to use the net proceeds
from the Subsequent Offering to retire existing debt. In the event that such
existing debt has been retired at the time net proceeds from the Subsequent
Offering are received by the Company, the net proceeds will be used for general
corporate purposes.
Notifications of allocated Offer Shares in the Subsequent Offering and the
corresponding amount to be paid by each subscriber will be sent out in a
separate letter to each subscriber today, 27 March 2023. Subject to timely
payment of the entire subscription amount in the Subsequent Offering, the Offer
Shares will be delivered to the VPS accounts of the subscribers to whom they are
allocated and listed on Oslo Børs on or about 4 April 2023.
Following the issue of the Offer Shares, the Companyâs issued share capital will
be USD 7,853,322.97 divided on 785,332,297 common shares, each with a par value
of USD 0.01.
This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.
Advisors:
DNB Markets, part of DNB Bank ASA, 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
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 âbelieveâ, âexpectâ, âanticipateâ,
âstrategyâ, âintendsâ, âestimateâ, âwillâ, âmayâ, âcontinueâ, âshouldâ 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
