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BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES. THIS ANNOUNCEMENT
DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Aberdeen, 22 August 2023
Reference is made to the stock exchange notice from Awilco Drilling Plc (“Awilco
Drilling” or the “Company”) (Euronext Growth Oslo: AWDR) on 30 June 2023 with
key information in relation to a subsequent offering (the “Subsequent Offering”)
of new sponsored Norwegian depository receipts (the “Offer Shares”) at a
subscription price of NOK 9 per Offer Share (the “Offer Price”). The Offer Price
is equal to the offer price in the private placement of new sponsored Norwegian
depository receipts that was successfully placed on 30 June 2023 (the “Private
Placement”).
The Company has resolved to proceed with the Subsequent Offering. The Subsequent
Offering will comprise an offer of up to 469,400 Offer Shares, which may raise
total gross proceeds of the NOK equivalent of up to USD 0.4 million. The net
proceeds from the Subsequent Offering will be used to finance Awilco Drillings’
remaining arbitration case concerning Rig 2 against Keppel FELS Limited which is
expected to be concluded no earlier than 4Q 2023 or 1Q 2024.
The Subsequent Offering will be directed towards existing shareholders in the
Company as of 29 June 2023, as registered in the Euronext Securities Oslo
(“VPS”) register of Awilco Drilling on 3 July 2023, who were (i) not wall-
crossed in connection with the Private Placement carried out on 29 June 2023,
(ii) not allocated depositary receipts 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, have been granted subscription rights to
subscribe for Offer Shares (the “Eligible Shareholders”).
Subscription rights that are not used to subscribe for Offer Shares before the
expiry of the Subscription Period will have no value and will lapse without
compensation to the holder.
Eligible Shareholders will receive non-transferrable subscription rights. Each
subscription right will give the right to subscribe for, and be allocated, one
(1) share in the Subsequent Offering. Over-subscription is permitted.
Subscription without subscription rights is not permitted. If you subscribe for
Offer Shares in the Subsequent Offering, you will also receive one non-
transferable warrant for each Offer Share you are allocated. Each warrant
carries the right to subscribe for one additional sponsored Norwegian depository
receipt at a price of NOK 1, subject to certain conditions and restrictions
described in the investor material. The warrants are governed by a warrant deed.
The subscription period for the Subsequent Offering commences on 22 August 2023
and ends on 5 September 2023 at 16:30 CEST (the “Subscription Period”).
The Subsequent Offering is fully guaranteed by Awilhelmsen Offshore AS and QVT
Family Office Fund LP.
The terms and conditions for the Subsequent Offering are set out in a
shareholder letter which will be sent to all shareholders and which will also be
available on https://awilcodrilling.com/shareholders/.
Following the end of the Subscription Period, the board of directors of the
Company will resolve the allocation of the Offer Shares. Allocation is expected
to be completed on or about 7 September 2023. Payment for the Offer Shares
allocated in the Subsequent Offering will be done through debit of the
subscribers’ bank account. Such debit is expected to be completed on or about
11 September 2023. Subject to full payment having been received from all
subscribers, the Offer Shares are expected to be delivered to the VPS accounts
of the subscribers on or about 14 September 2023.
Clarksons Securites AS is acting as sole manager of the Subsequent Offering and
Nordic Issuer Services AS is acting as settlement agent for the Subsequent
Offering. Advokatfirmaet Wiersholm AS is acting as Norwegian legal counsel to
Awilco Drilling.
For further information about the Subsequent Offering 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; Email:
ch@awilcodrilling.com (mailto:ch@awilcodrilling.com), Tel: +47 93 42 84 64
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
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 Subsequent Offering 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 Subsequent
Offering 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
