Vis børsmeldingen
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Hamilton, Bermuda, 24 September 2025
Reference is made to the stock exchange announcements made by Archer Limited
(the âCompanyâ and together with its subsidiaries, the âGroupâ) on 24 September
2025 regarding the contemplated private placement (the âPrivate Placementâ) of
new common shares in the Company and a potential Secondary Sale (as defined
below) of existing shares in the Company, and the contemplated acquisition of
Premium Oilfield Services, LLC (âPremiumâ).
The Company is pleased to announce that it has raised the NOK equivalent of
approx. USD 20 million in gross proceeds through the Private Placement of
8,848,000 new shares (the âNew Sharesâ) at a subscription price of NOK 22.50 per
share (the âSubscription Priceâ). The net proceeds to the Company from the
Private Placement will be used to fund the acquisition of Premium and for
general corporate purposes.
In connection with the Private Placement, Paratus JU Newco Bermuda Limited, a
wholly owned subsidiary of Paratus Energy Services Limited (âParatusâ), has sold
21,583,826 existing common shares in the Company (the âSale Sharesâ, and
together with the New Shares, the âOffer Sharesâ) at the Subscription Price (the
âSecondary Saleâ). The Private Placement and the Secondary Sale are together
referred to as the âOfferingâ. Paratus will receive the net proceeds from the
Secondary Sale (the Company will not receive any proceeds from such sale).
The Offering was carried out on the basis of an accelerated bookbuilding process
managed by Arctic Securities AS, DNB Carnegie, a part of DNB Bank ASA, Pareto
Securities AS and SB1 Markets AS as joint bookrunners (together, the
âManagersâ).
Allocation to certain investors and primary insiders
Hemen Holding Limited ("Hemen), with direct and indirect ownership of approx.
28.4% in the Company before the Offering, subscribed for, and was allocated,
Offer Shares in the Offering for approx. USD 24.9 million.
Lodbrok Capital LLP, the second largest shareholder in Paratus, subscribed for,
and was allocated, Offer Shares for approx. USD 10.6 million in the Secondary
Sale.
Dag Skindlo, the CEO in the Company, subscribed for, and was allocated, New
Shares for approx. NOK 1.17 million. Please see the attached PDMR-form for
further details.
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 Offering are
expected to be distributed by the Managers to the applicants on or about 25
September 2025. Settlement of Offer Shares is expected to take place on or
about 29 September 2025 on a delivery versus payment (DVP) basis. DVP settlement
in the Offering 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 Managers, Hemen and Paratus. Both the New Shares and
the Sale Shares will thus become tradable on Oslo Børs directly after the
notification of allocation.
Following the issue of the New Shares, the Companyâs issued share capital will
be USD 993 861.34 divided on 99,386,134 common shares, each with a par value of
USD 0.01.
The New Shares have been resolved issued by the Companyâs board of directors
based on the authorized but unissued share capital of the Company. The Secondary
Sale has been approved by Paratus.
Completion of the Offering is subject to the Share Lending Agreement remaining
unmodified and in full force and effect pursuant to its terms and conditions.
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 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 âSubsequent Offeringâ).
The Subsequent Offering will consist of up to 2,212,000 new common shares in the
Company, each with a par value of USD 0.01, raising gross proceeds of up to the
NOK equivalent of USD 5 million (equal to up to 25% of the size of the Private
Placement). The Subsequent Offering will, on the basis of a prospectus, be
directed towards existing shareholders in the Company as of 24 September 2025,
who (i) were not included in the pre-sounding phase of the Private Placement,
(ii) were not allocated offer shares in the Private Placement, and (iii) 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 subscription price per share in the Subsequent Offering will
be the same as in the Private Placement.
The Subsequent Offering will, inter alia, be subject to (i) completion of the
Private Placement, (ii) relevant corporate resolutions, including approval by
the Companyâs board of directors, (iii) prevailing market price of the Companyâs
shares, and (iv) the publication of a prospectus. The subscription period for
the Subsequent Offering is expected to commence following fulfilment of the
aforementioned conditions. The Company may decide that the Subsequent Offering
will not be carried out in the event that the Companyâs shares trade below the
subscription price in the Private Placement at adequate volumes. The Company
reserves the rights in its sole discretion to not conduct or to cancel the
Subsequent Offering.
Advisors:
Arctic Securities AS, DNB Carnegie, a part of DNB Bank ASA, Pareto Securities AS
and SB1 Markets AS are acting as joint bookrunners for the Offering.
Advokatfirmaet Schjødt AS is acting as legal advisor to the Company and Paratus.
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 in 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/ (https://protect.checkpoint.com/v2/r02/https:/www.
archerwell.com/.YzJlOnNjaGpkdGFzOmM6bzpmMGExMjhmMTU1OGRhYjZjYTMyNjg1ODIyOTE0Nj
U1Zjo3OjZiM2Y6MGM3YTdiOGExNjQ1MmFiYzU5MzgyY2RlNzA5YzA1ZmU0MjlhYWE0NTg1NThkN2Q0NTN
mNDIxMGMzZTRmZTU5NTpwOkY6VA)
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 or Paratus.
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 or Paratus do 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, Paratus 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 Paratus and no one else and
will not be responsible to anyone other than the Company and Paratus 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
