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DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Aberdeen, 30th June 2023
Reference is made to the stock exchange release from Awilco Drilling Plc
(“Awilco Drilling” or the “Company”) (Euronext Growth Oslo: AWDR) published on
29th June 2023 regarding a contemplated private placement of new Sponsored
Norwegian Depository Receipts (the “Offer Shares”) in the Company up to the NOK
equivalent of up to USD 8.1 million in gross proceeds (the “Private Placement”).
The Company is pleased to announce that the Private Placement has been
successfully completed, raising gross proceeds of approximately NOK 87,120,360
million, equivalent to approximately USD 8.1 million, by allocation of
9,680,040 Offer Shares in the Private Placement at a price per Offer Share of
NOK 9 (the “Offer Price”).
The Private Placement took place through an accelerated bookbuilding process
managed by Clarksons Securities AS as Sole Manager and Bookrunner (the
“Manager”) after close of markets on 29th June 2023.
The net proceeds from the Private Placement will be used to finance Awilco
Drillings’ remaining arbitration case concerning Rig 2 against Keppel FELS
Limited to its conclusion which is expected to take place no earlier than
4Q 2023 or 1Q 2024.
Existing shareholders were allocated all of the Offer Shares.
Conditional notices of allocation of Offer Shares and payment instructions are
expected to be distributed to the investors in the Private Placement through a
notification from the Manager on 30th June 2023 (T) (the “Notification”). Any
further settlement details will be stated in the Notification.
The Offer Shares were allocated in two tranches as follows: one tranche with
[6,846,350] Offer Shares (“Tranche 1”) and a second tranche with 2,833,690 Offer
Shares (“Tranche 2”). All applicants other than Awilhelmsen Offshore AS will
receive Offer Shares through Tranche 1.
Completion of Tranche 1 is subject to (i) the necessary corporate resolutions by
the Board for the approval of the allocation and issuance of the Offer Shares in
Tranche 1, (ii) the Pre-Payment Agreement (as defined below) remaining
unmodified and in full force and effect and (iii) the Offer Shares having been
fully paid and legally issued and delivered in VPS.
Completion of Tranche 2 is subject to (i) completion of Tranche 1, (ii) the
extraordinary general meeting of the Company (expected to be held on or about
20th July 2023) (the “EGM”) resolving to grant the Board a new authority to
issue shares and (iii) the Offer Shares having been fully paid and legally
issued and delivered in VPS. By subscribing for Offer Shares, applicants have
undertaken to vote in favour of the resolutions required to issue the Tranche 2
Offer Shares and the Warrants at the EGM (as described below).
Settlement of the Offer Shares in Tranche 1 is expected to take place on a
delivery versus payment (DVP) basis on or about 4th July 2023. DVP settlement of
the Offer Shares is expected to be facilitated by a pre-payment agreement
between the Company and the Manager (the “Pre-Payment Agreement”). The Offer
Shares in Tranche 1 will be tradable on Euronext Growth Oslo on or about 4th
July 2023.
Settlement of the Offer Shares in Tranche 2 is subject to approval by the EGM
and are expected to be delivered, subject to timely fulfilment of the conditions
set out above, on or about 24th July 2023. The Offer Shares in Tranche 2 will be
tradeable on Euronext Growth Oslo on or about 24th July 2023.
Following the completion of the Private Placement, the Company will have a share
capital of GBP 9,196,677.75 divided into 14,148,735 shares, each with a nominal
value of GBP 0.65.
The Company has considered the Private Placement in light of the equal treatment
obligations under the rules on equal treatment under Euronext Growth Rule Book
II and Oslo Børs’ Guidelines for equal treatment, and is of the opinion that the
Private Placement is in compliance with these requirements. The Company is in
urgent need of new capital, and the delays involved in conducting a rights
offering would have leaved the Company without the required funding for a
sustained period. Further, the Board intends to carry out the Subsequent
Offering (as defined below) following completion of the Private Placement that,
if carried out, is expected to allow existing shareholders who are not offered
to participate in the Private Placement the opportunity to maintain their pro
rata ownership. As a consequence of the Private Placement structure, the
shareholders’ preferential rights to subscribe for the Offer Shares have been
deviated from.
The Board of Directors intends to conduct, subject to completion of the Private
Placement and certain other conditions, a subsequent offering of new Sponsored
Norwegian Depository Receipts raising gross proceeds of the NOK equivalent of up
to USD 0.4 million at the same subscription price as the Offer Price in the
Private Placement to existing holders of Sponsored Norwegian Depository Receipts
in the Company as of 29th June 2023 (as registered in the VPS two trading days
thereafter) who (i) were not included in the wallcrossing 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 “Subsequent Offering”). Non-tradable
subscription rights will be awarded. Completion of a Subsequent Offering is
subject to approval by the Board, and the Board may at its discretion decide not
to proceed with or cancel any Subsequent Offering. The subsequent offering is
expected to be fully guaranteed by Awilhelmsen Offshore AS and QVT Family Office
Fund LP. The Company reserves the right, in its sole discretion, to cancel the
Subsequent Offering.
A separate stock exchange notice will be made on key information for the
Subsequent Offering.
Warrants: Subject to (i) completion of the Private Placement; and (ii) the EGM’s
approval of a new authority for the Board to issue shares and grant rights to
subscribe for shares on a non- pre-emptive basis, each investor will be granted
one (1) warrant for every Depository Receipt subscribed for, allocated and paid
for in the Private Placement or the Subsequent Offering (the “Warrant”). Each
Warrant will give the investor the right, but not the obligation, to subscribe
for one Depository Receipt at a price of NOK 1 per Depository Receipt, subject
to the Company undertaking a prior reduction of capital (or otherwise taking
steps in accordance with applicable law) to reduce the nominal value of its
shares below the GBP equivalent of NOK 1 per share. The Warrants granted in
connection with the Private Placement or the Subsequent Offering, as the case
maybe, may be exercised by the holders, in full or in part, from 1 January 2024
until the later of (A) 1 February 2024 and (B) the date three months after the
arbitral tribunal has issued a final award in the Rig 2 case against Keppel FELS
Limited and either (A) the latest deadline for filing an appeal or challenge
against such final award has expired without an appeal or challenge being made
or (B) a final and non-appealable ruling has been made by the relevant court in
respect of such appeal or challenge (the “Exercise Period”). Warrants that are
not exercised during the Exercise Period will have no value and will lapse
without compensation to the holder. The Warrants are non-transferable and will
not be registered in the VPS. The Warrants will be created by way of a warrant
deed executed by the Company (the “Warrant Deed”). By subscribing for Offer
Shares, applicants will agree to be bound by the Warrant Deed. A copy of the
fully executed Warrant Deed will be sent to all applicants who are allocated
Offer Shares in the Private Placement or the Subsequent Offering after
completion of the Private Placement or the Subsequent Offering (as applicable).
The Warrant Deed is governed by English law and is subject to the exclusive
jurisdiction of the courts of England and Wales. Any holder of Warrants may
exercise such Warrants by written notice to the Company in the form attached to
the Warrant Deed. In order to be valid, the notice must have been received by
the Company during the Exercise Period. Any Depositary Receipts arising from the
exercise of the Warrants will only be issued following the expiry of the
Exercise Period. If the Company does not undertake a reduction of capital (or
otherwise take steps in accordance with applicable law) to reduce the nominal
value of its shares below the GBP equivalent of NOK 1 per share prior to the
expiry of the Exercise Period, the exercise price for the Warrants shall be NOK
9 per Depositary Receipt.
Advokatfirmaet Wiersholm AS is acting as Norwegian legal counsel to Awilco
Drilling.
For further information about the Private Placement please contact:
Truls Chr. Trøan, Head of Investment Banking Clarksons Securities AS:
+47 41 40 19 37
Erik Jacobs, CEO of Awilco Drilling; Tel: +47 95 29 22 71
Cathrine Haavind, Investor Relations of Awilco Drilling; Tel: +47 93 42 84 64
The information in this announcement is considered to be inside information
pursuant to the EU Market Abuse Regulation for Awilco Drilling. This information
is subject to the disclosure requirements pursuant to section 5-12 of the
Norwegian Securities Trading Act. This stock exchange notice was published by
Cathrine Haavind, Investor Relations, on the time and date provided.
Important information
The release is not for publication or distribution, in whole or in part directly
or indirectly, in or into Australia, Canada, Japan Hong Kong or the United
States (including its territories and possessions, any state of the United
States and the District of Columbia). It is issued for information purposes only
and does not constitute or form part of any offer or solicitation to purchase or
subscribe for securities, in the United States or in any other jurisdiction. The
securities mentioned herein have not been, and will not be, registered under the
United States Securities Act of 1933, as amended (the “US Securities Act”). The
securities may not be offered or sold in the United States except pursuant to an
exemption from the registration requirements of the US Securities Act. Awilco
Drilling does not intend to register any portion of any offering of the
securities in the United States or to conduct a public offering of the
securities in the United States. Copies of this announcement are not being made
and may not be distributed or sent into Australia, Canada, Japan, Hong Kong or
the United States.
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 expression “Prospectus
Regulation” means (EU) 2017/1129 of the European Parliament and of the Council,
of 14 June 2017, as amended Regulation, on the prospectus to be published when
securities are offered to the public (together with any applicable implementing
measures in any EEA 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 “Order”) 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 “relevant persons”). 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 securities in Awilco Drilling is subject
to specific legal or regulatory restrictions in certain jurisdictions. Neither
Awilco Drilling nor the Manager assumes 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.
The Manager is acting for Awilco Drilling and no one else in connection with the
potential Private Placement in the Company and will not be responsible to anyone
other than the Company providing the protections afforded to their respective
clients or for providing advice in relation to the Private Placement and/or any
other matter referred to in this release.
Forward-looking statements: This release and any materials distributed in
connection with this release may contain certain forward-looking statements. By
their nature, forward-looking statements involve risk and uncertainty because
they reflect Awilco Drilling’s current expectations and assumptions as to future
events and circumstances that may not prove accurate. A number of material
factors could cause actual results and developments to differ materially from
those expressed or implied by these forward-looking statements.
Kilde
