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WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Hamilton, Bermuda 30 October 2024
Reference is made to the announcement made by Archer Limited (the âCompanyâ and
together with its subsidiaries, the âGroupâ) today regarding an agreement in
principle with respect to a contemplated acquisition of Wellbore Fishing &
Rental Tools, LLC (âWFRâ) (the âTransactionâ) (the âM&A Announcementâ). As set
out in the M&A Announcement, the total consideration for the Transaction is USD
51.5 million, which is intended to be financed through an equity capital raise
of USD 40 million and USD 10 million in the form of consideration shares issued
to the sellers in the Transaction, and cash at hand.
As announced, the Company is contemplating a private placement (the âPrivate
Placementâ) of new common shares in the Company (the âOffer Sharesâ) for gross
proceeds of the NOK equivalent of USD 40 million. The net proceeds from the
Private Placement will be used to partly finance the Transaction. The Company
has engaged DNB Markets, a part of DNB Bank ASA and Pareto Securities AS as
joint global coordinators and joint bookrunners (the âJoint Global
Coordinatorsâ), and Arctic Securities AS, Skandinaviska Enskilda Banken AB
(publ), Oslo Branch, and SpareBank 1 Markets AS as joint bookrunners in the
Private Placement (together with the Joint Global Coordinators, the âManagersâ).
Offering structure
The Private Placement will be divided into two separate tranches, where the
first tranche will consist of Offer Shares equal to the NOK equivalent of
approx. USD 17.65 million (âTranche 1â), and the second tranche will consist of
Offer Shares equal to the NOK equivalent of approx. USD 22.35 million (âTranche
2â). Paratus JU Newco Bermuda Limited, a company wholly owned by Paratus Energy
Services Ltd. (âParatusâ) and Hemen Holding Limited (âHemenâ) have agreed to be
allocated Offer Shares in Tranche 2, while all other investors will receive
Offer Shares in Tranche 1. The issuance of Offer Shares in Tranche 2 will be
subject to approval by a special general meeting of the Company to increase the
authorized capital of the Company, expected to be held on or about 13 November
2024 (the âSGMâ). The Company has received voting undertakings to support the
approval of the increase in the authorized capital.
Lock-up
Hemen and Paratus have agreed to a six-month lock-up on shares held in the
Company, including the Offer Shares allocated in the Private Placement. The
sellers in the Transaction has entered into customary lock-up agreements with
the Company, subject to certain exclusions, for 12 months.
Bookbuilding period
The subscription price and the final number of Offer Shares to be issued in the
Private Placement will be determined by the Companyâs board of directors (the
âBoardâ) on the basis of an accelerated bookbuilding process. The bookbuilding
period for the Private Placement will start today, 30 October 2024 at 16:30
(CET) and will close on 31 October 2024 at 08:00 (CET). The Company reserves the
right to shorten, close or extend the bookbuilding period at any time at its
sole discretion, without notice.
Selling restrictions
The Private Placement will be made by the Company to investors subject to
applicable exemptions from relevant prospectus requirements in accordance with
Regulation (EU) 2017/1129 and the Norwegian Securities Trading Act of 2007, and
is directed towards investors subject to available exemptions from relevant
registration requirements, (i) outside the United States in reliance on
Regulation S under the US Securities Act of 1933, as amended (the âUS Securities
Actâ) and (ii) in the United States to âqualified institutional buyersâ (QIBs),
as defined in Rule 144A under the US Securities Act, pursuant to an exemption
from the registration requirements under the US Securities Act, as well as to
âmajor U.S. institutional investorsâ as defined in Rule 15a-6 under the United
States Exchange Act of 1934.
The minimum order size and allocation in the Private Placement will be the NOK
equivalent of EUR 100,000, provided that the Company may, at its sole
discretion, offer and allocate an amount below EUR 100,000, pursuant to any
applicable exemptions from applicable prospectus requirements being available.
Indication of participation
Paratus, the Companyâs largest shareholder owning approx. 24.2% of the Companyâs
shares outstanding, has indicated that it will subscribe for at least (and will
be allocated minimum) its pro-rata share of the Private Placement including the
WFR share consideration, which is equal to the NOK equivalent of approx. USD
12.10 million.
Hemen, the Companyâs second largest shareholder owning approx. 20.5% of the
Companyâs shares outstanding, has indicated that it will subscribe for at least
(and will be allocated minimum) its pro-rata share of the Private Placement
including the WFR share consideration, which is equal to the NOK equivalent of
approx. USD 10.25 million.
Allocation
Allocation of Offer Shares will be made at the sole discretion of the Board in
consultation with the Managers (and subject to approval by the SGM with respect
to the Offer Shares to be issued in Tranche 2) after expiry of the application
period, subject to any shortening or extension of the application period.
Conditions for completion
The completion of Tranche 1 is subject to (i) a resolution by the Board to issue
the Offer Shares in Tranche 1 pursuant to the Companyâs authorized shares, as
well as (ii) the Share Lending Agreement (as defined below) being in full force
and effect. The completion of Tranche 2 is subject to the completion of Tranche
1 and a resolution by the SGM to issue increase the authorized capital of the
Company in order to facilitate the issuance of the Offer Shares in Tranche 2.
Further to this, completion of both Tranche 1 and Tranche 2 in the Private
Placement is subject to the Board resolving to consummate the Private Placement
and allocate the Offer Shares (the âConditionsâ).
Completion of Tranche 1 is not conditional upon completion of Tranche 2. The
settlement of Offer Shares in Tranche 1 will therefore remain final and binding
and cannot be revoked, cancelled or terminated by the respective applicants if
Tranche 2 is not completed.
Settlement
Settlement of Offer Shares allocated in Tranche 1 is expected to take place on
or about 4 November 2024 on a delivery versus payment (DVP) basis. DVP
settlement is expected to be facilitated through the delivery of existing and
unencumbered shares in the Company, already admitted to trading on Oslo Børs,
pursuant to a share lending agreement (the âShare Lending Agreementâ) between
the Company, the Joint Global Coordinators and Hemen. The Offer Shares in
Tranche 1 will thus become tradable on Oslo Børs directly after the notification
of allocation. The Offer Shares allocated in Tranche 2 will be issued on a
separate ISIN pending approval and publication of a prospectus for the listing
of the Offer Shares and for the Subsequent Offering (as defined below) (the
âProspectusâ) following which these shares will be issued on the Companyâs
ordinary ISIN and become fully tradeable.
Equal treatment and potential subsequent Offering
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. The Board considers that although the Private Placement implies a
dilution of the existing shareholders of the Company, the pricing will be
determined on the basis of a market value to be established on the basis of an
accelerated bookbuilding process, that existing shareholders will to the extent
possible be given the opportunity to participate in, and be allocated shares in
the Private Placement, and that the remaining shareholders will be given the
opportunity to mitigate the effect of the Private Placement through
participation in a contemplated subsequent repair offering. Taking these factors
into consideration, and balancing the Companyâs need for financing to realize
the investment opportunity that the acquisition of WFR represents, and the
interests of the minority shareholders, the Board is of the view that the
transactions do not represent unfair treatment of the Companyâs shareholders
which is not justifiable in the common interest of the Company and its
shareholders, cf. section 5-14 of the Norwegian Securities Trading Act.
As a result, the Board will, subject to, inter alia, successful completion of
the Private Placement and being granted the necessary authorisation by the SGM,
consider carrying out a subsequent offering of new shares (the âSubsequent
Offeringâ) which, subject to applicable securities laws, will be directed
towards existing shareholders in the Company as at 30 October 2024 (as
registered in the VPS two trading days thereafter) who (i) were not included in
the wall-crossing phase of the Private Placement, (ii) were not allocated shares
in the Private Placement and (iii) who are not resident in a jurisdiction where
such offering would be unlawful or, for jurisdictions other than Norway, would
require any prospectus, filing, registration or similar action. Such eligible
shareholders will be granted non-transferable preferential rights to subscribe
for, and, upon subscription, be allocated new shares. The subscription price in
the Subsequent Offering will be the same as the Offer Price in the Private
Placement. The Company reserves the rights in its sole discretion to not conduct
or to cancel the Subsequent Offering. Such Subsequent Offering is expected to be
launched shortly after approval of the Prospectus.
Advisors
DNB Markets, part of DNB Bank ASA and Pareto Securities AS are acting as joint
global coordinators and joint bookrunners, and Arctic Securities AS,
Skandinaviska Enskilda Banken AB (publ), Oslo Branch, and SpareBank 1 Markets AS
are acting as joint bookrunners for the Private Placement.
Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and was published by Joachim Houeland, Manager Treasury
and Investor Relations of the Company, on the date and time provided herein.
For additional information, please contact:
Dag Skindlo, Chief Executive Officer, Mobile: +4798226624, 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 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
