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WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Hamilton, Bermuda, 31 October 2024
Reference is made to the stock exchange announcements made by Archer Limited
(âArcherâ, the âCompanyâ and together with its subsidiaries, the âGroupâ) on 30
October 2024 regarding a contemplated private placement (the âPrivate
Placementâ) of new common shares in the Company (the âOffer Sharesâ) and the
agreement in principle with respect to a contemplated acquisition of Wellbore
Fishing & Rental Tools, LLC (âWFRâ) (the âTransactionâ).
The Company is pleased to announce that it has raised the NOK equivalent of
approx. USD 50 million in gross proceeds through the Private Placement of
24,393,100 new common shares at a subscription price of NOK 22.465 per share
(the âSubscription Priceâ), equal to the closing price on Oslo Stock Exchange
prior to announcement of the Private Placement. The net proceeds from the
Private Placement, together with existing cash on the balance sheet, will be
used to finance the Transaction. Due to strong demand, the transaction was
upsized from the initial USD 40 million as the Company elected to use its option
to settle the last USD 10 million, that were initially planned to be issued as
consideration shares, in cash. The transaction was significantly oversubscribed
at the new deal size.
The Private Placement was carried out on the basis of an accelerated
bookbuilding process managed by 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).
The Private Placement is divided in two separate tranches, where the first
tranche (âTranche 1â) consists of 13,512,837 Offer Shares (the âTranche 1
Sharesâ) and the second tranche (âTranche 2â) consists of the remaining
10,880,263 Offer Shares in the Private Placement (the âTranche 2 Sharesâ).
Tranche 1 is in turn split in two parts where Tranche 1a (âTranche 1aâ) consist
of 13,287,181 Offer Shares (the âTranche 1a Sharesâ) and Tranche 1b (âTranche
1bâ) consist of 225,656 Offer Shares (the âTranche 1b Sharesâ). The Tranche 1b
Shares will be delivered to one specific investor after agreement with such
investor.
Allocation to pre-committing investors and primary insiders
The Companyâs largest shareholder, Paratus JU Newco Bermuda Limited (âParatusâ),
subscribed for, and was allocated, 5,891,614 Offer Shares, which is equal to the
NOK equivalent of approx. USD 12.1 million, in the Private Placement. Paratus is
a wholly owned subsidiary of Paratus Energy Services Limited. The Companyâs
second largest shareholder, Hemen Holding Limited (âHemenâ), subscribed for, and
was allocated, 4,988,649 Offer Shares, which is equal to the NOK equivalent of
approx. USD 10.2 million, in the Private Placement. Hemen is indirectly
controlled by trusts established by Mr. John Fredriksen for the benefit of his
family. Mr. John Fredriksen therefore has no economic interest in the Companyâs
shares.
Settlement
Notification of allocations and settlement instructions for the Private
Placement is expected to be distributed by the Managers to the applicants on 31
October 2024. Hemen and Paratus have been conditionally allocated the Tranche 2
Shares, meaning that all other investors have been allocated Tranche 1 Shares.
Settlement of the Tranche 1a Shares will take place on 4 November 2024 on a
delivery versus payment (DVP) basis. The Tranche 1a Shares will be settled with
existing and unencumbered shares in the Company that are already listed on Oslo
Stock Exchange, pursuant to a share lending agreement between the Joint Global
Coordinators, the Company and Hemen (the âShare Lending Agreementâ). The Tranche
1a Shares will thus be tradable from notification of allocation (31 October
2024).
Settlement of the Tranche 1b Shares is expected to take place on or about 5
November 2024 on a delivery versus payment (DVP) basis. The Tranche 1b Shares
will be settled with new shares in the Company to be issued by the Company
pursuant to the existing authorized capital of the Company. DVP settlement will
be facilitated through a pre-funding agreement expected to be entered into
between the Joint Global Coordinators and the Company (the âPre-funding
Agreementâ).
Settlement of Tranche 2 Shares is expected to take place shortly after
completion of the SGM (as defined below). The Tranche 2 Shares, as well as
518,718 Tranche 1 Shares which will be used for redelivery of the share loan to
Hemen, will be issued on a separate ISIN pending approval of a listing
prospectus.
Following the issue of the Tranche 1 Shares, the Companyâs issued share capital
will be USD 784,834.35 divided on 78,483,435 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
893,636.98, divided on 89,363,698 Shares, each with a par value of USD 0.01.
Completion of the Private Placement
The completion of Tranche 1 is subject to the Share Lending Agreement and Pre
-Funding Agreement 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.
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.
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 13
November 2024. All investors who were allocated shares in the Private Placement
have undertaken an obligation to attend the SGM and vote in favor of the
resolutions relating to Tranche 2 as proposed by the Board. The Company has
received voting undertakings to support the approval of the increase in the
authorized capital.
No 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. The Board has considered
whether at subsequent offering should be carried out in conjunction with the
Private Placement, but has decided not to proceed with such subsequent offering.
In this respect, the Board has inter alia considered that a substantial number
of existing shareholders in the Company participated in and were allocated
shares in the Private Placement. Hence, the Board has considered that the
Private Placement represents a limited dilution to the shareholders who were not
eligible to participate in the Private Placement. In addition, the Subscription
Price of NOK 22.465 equals the closing price of the Companyâs shares prior to
announcement of the Placement, and the Companyâs remaining shareholders are thus
expected to be able to purchase shares in the market at prices equal to the
Subscription Price. The Board is therefore of the view that a subsequent
offering will be of limited benefit to the Companyâs remaining shareholders, and
hence not justifiable in light of the cost associated with a subsequent
offering.
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: +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
