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DOLPHIN DRILLING AS - CONTEMPLATED PRIVATE PLACEMENT
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INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA OR
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OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN
OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 28 May 2025: Dolphin Drilling AS (“DDRILL” or the “Company”) announces a
contemplated private placement of approximately NOK 297,644,400, equivalent to
approximately USD 29 million by issuance of approximately 29,764,440,000 new
shares (the “Offer Shares”) in the Company (the “Private Placement”). The
subscription price per Offer Share in the Private Placement will be at a fixed
price of NOK 0.01 (the “Offer Price”).
The Company has appointed Arctic Securities AS, Clarksons Securities AS and
DNB Carnegie, a part of DNB Bank ASA, as joint global coordinators and joint
bookrunners in the Private Placement (together, the “Managers”).
Svelland Capital Master Fund (“Svelland”), B.O. Steen Shipping AS (“BO”) and
Bjørnådal Invest AS and certain other investors (collectively referred to as
the “Pre-committing Investors”), have, subject to customary conditions,
pre-committed to apply for Offer Shares at the Offer Price for NOK
235,064,720, equal to approximately USD 23.2 million. A pre-commitment fee
equal to 10 % of the pre-committed amount will be payable by the Company to
the Pre-committing Investors in the form of 2,350,647,200 new shares in the
Company (the “Commission Shares”).
The net proceeds to the Company from the Private Placement will be used for
repayment of the Shareholder Loan (as defined below), Special Periodic Survey
for PBLJ, payments of accounts payables and general corporate purposes,
including transaction costs.
The Offer Price has been determined by the Company’s board of directors (the
“Board”) in consultation with the Managers, following a pre sounding of the
Private Placement with selected wall-crossed existing shareholders and new
investors.
The issuance of Offer Shares and the Underwriting Shares will be subject to
approval by an extraordinary general meeting of the Company expected to be
held on or about 17 June 2025 (the “EGM”).
Refinancing
In connection with consummation of the Private Placement, the Company and its
subsidiaries will complete a refinancing of the group’s debt structure (the
“Refinancing”) consisting of inter alia (i) entering into a binding agreement
with the DDRILL group’s existing senior lender regarding changes to the
existing facility agreement with respect to, among other things, provide 12
months amortization relief of approximately USD 20 million (added to balloon
repayment) to the end of the first quarter of 2026 on its existing USD 53
million lending facility, as well as an upsize of USD 6.5 million of existing
facility, (ii) entering into a binding agreement with an international
financial institution regarding a new USD 20 million facility (the “New
Facility”) and (iii) the repayment of the existing shareholder loan of a total
of USD 19 million (the “Shareholder Loan”).
Company update
Please see attached a company update (the “Company Presentation”) including,
among other things, further details on the Refinancing.
The Application Period
The application period for the Private Placement commences today on 28 May
2025 at 19:30 CEST, and is expected to close on or before 30 May 2025 at 18:00
CEST (the “Application Period”). The Company, in consultation with the
Managers, reserves the right at any time at their sole discretion to close or
extend the Application Period. If the Application Period is extended, the
other dates referred to herein will be extended accordingly.
Conditions for completion of the Private Placement
Completion of the Private Placement is subject to: (A) the Board resolving to
consummate the Private Placement and conditionally allocate the Offer Shares,
(B) the EGM resolving to approve the Private Placement and issue the Offer
Shares as well as approval of ancillary resolutions necessary to consummate
the Private Placement including the approval of a share capital reduction to
facilitate the subscription of Offer Shares below the current nominal value of
the Company’s shares and an authorisation to issue the Commission Shares, (C)
the Company having confirmed in writing to the Managers that (i) the Company
(and/or its relevant subsidiaries, as the case may be) has (a) entered into a
binding agreement with the existing senior lender regarding the changes to the
existing facility agreement described in the attached Company Presentation, in
all material respects, subject to customary closing procedures, the Private
Placement being consummated and the Shareholder Loan being repaid, and (b)
entered into a binding agreement with the lender under the New Facility in all
material respects as described in the attached Company Presentation, and (iii)
the Company (and/or its relevant subsidiaries, as the case may be) is in a
position to fulfil the relevant conditions precedent for draw-down under the
New Facility (i.e., receive funds), subject to customary closing procedures,
the Private Placement being consummated and the Shareholder Loan being repaid,
(D) registration of the aforementioned share capital decrease reducing the
nominal value of the shares of the Company and the capital increases
pertaining to the Offer Shares with the Norwegian Register of Business
Enterprises, and (E) the allocated Offer Shares being validly issued and
registered in Euronext Securities Oslo (VPS) (jointly, the “Conditions”). The
Private Placement will not be completed if the Conditions set out in item (B)
and (C) have not been fulfilled by 31 July 2025 (the “Long-stop Date”).
The Conditions relating to the New Facility are expected to be fulfilled on or
around 17 June 2025.
The Company reserves the right to cancel or modify the terms of the Private
Placement at any time and for any reason. Neither the Managers nor the Company
or any of their directors, officer, employees, representatives, or advisors
will be liable for any losses if the Private Placement is cancelled or
modified, irrespective of the reason for such cancellation or modification.
Allocation
Allocation (conditional upon approval by the EGM and satisfaction of the other
Conditions) will be made at the sole discretion of the Board, in consultation
with the Managers.
The allocation will be based on criteria such as (but not limited to)
pre-commitments, pre-indications, perceived investor quality, existing
ownership in the Company, timeliness of the application, early indication,
relative order size, sector knowledge, investment history and investment
horizon. The Board reserves the right at its sole discretion, to reject and/or
reduce any applications, in whole or in part. The Board and the Managers
reserve the right, at their sole discretion, to take into account the
creditworthiness of any applicant. There is no guarantee that any potential
investor will be allocated Offer Shares.
Notifications of conditional allocation are expected to be issued to the
applicants on or about 2 June 2025 through a notification to be issued by the
Managers.
Selling restrictions
The Private Placement will be directed towards selected Norwegian and
international investors, subject to applicable exemptions from relevant
registration, filing and prospectus requirements, and subject to other
applicable selling restrictions. The minimum application and allocation amount
has been set to the NOK equivalent of EUR 100,000 per investor. However, the
Company may offer and allocate Offer Shares for an amount below the NOK
equivalent of EUR 100,000 to the extent applicable exemptions from the
prospectus requirements pursuant to the Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 (the “EU Prospectus
Regulation”), the Norwegian Securities Trading Act (the “STA”) and ancillary
regulations are available. Further selling restrictions and transaction terms
will apply.
Settlement
Settlement of the Offer Shares is expected to take place by delivery of Offer
Shares to the applicant’s account in the Euronext Securities Oslo (the “VPS”)
on a delivery versus payment (DvP) basis, subject to any extensions of the
Application Period and fulfilment of the Conditions (as defined above),
including the necessary resolutions by the EGM and the conditions related to
the New Facility. DvP settlement of the Offer Shares will be facilitated
through a pre-payment agreement, expected to be entered into between the
Company and the Managers.
Equal treatment of shareholders
The Private Placement has been considered by the Board in light of the
principles of equal treatment of shareholders under the Norwegian Private
Limited Companies Act, and the Board is of the opinion that it is in
compliance with these principles. The purpose of the Private Placement is to
raise equity capital to meet the Group’s acute liquidity needs, to enable the
Refinancing and secure an extended financial runway for the Group. Based on
significant effort and discussions with shareholders and other key
stakeholders, no other means of raising capital than an equity raise
structured as a private placement, subject to pre-commitments with guarantee
commission, have been identified as possible in order to achieve the
aforementioned purposes. All other available options for the Company have been
determined as more value destructive for the DDRIL group’s shareholders and
other stakeholders than the Private Placement. To limit the dilutive effect of
the Private Placement and to facilitate equal treatment, the Board will
consider proposing to carry out a Subsequent Offering directed towards
shareholders who did not participate in the Private Placement (see details
below). The Private Placement and ancillary corporate resolutions, including
the issuance of the Offer Shares, are subject to approval by the EGM, at which
the Company’s shareholders will be given an opportunity to express their
opinion and vote over the transaction. On this basis, the Board is of the
opinion that the waiver of the preferential rights inherent in the Private
Placement is in the common interest of the Company and its shareholders.
Subsequent Offering
The Company may, subject to completion of the Private Placement, approval by
the EGM and certain other conditions, resolve to carry out a subsequent
offering of new shares in the Company at the Offer Price (the “Subsequent
Offering”). Any such Subsequent Offering, if applicable and subject to
applicable securities laws, will be directed towards existing shareholders in
the Company as of 28 May 2025 (as registered in the VPS two trading days
thereafter), who (i) were not allocated Offer Shares in the Private Placement,
and (ii) 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.
Advisors
Arctic Securities AS, Clarksons Securities AS and DNB Carnegie, a part of DNB
Bank ASA, are acting as joint global coordinators and joint bookrunners in the
Private Placement
Wikborg Rein Advokatfirma AS serves as legal counsel to the Company.
For further information, please contact:
Ingolf Gillesdal, CFO
Mob: +47 920 45 320
Mail: Ingolf.gillesdal@dolphindrilling.com
About Dolphin Drilling AS:
Dolphin Drilling AS is an Oslo listed, Aberdeen head-quartered, company which
owns and operates a fleet of harsh environment mid-water & deep-water
semisubmersible drilling rigs, capable of working worldwide.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to the STA section 5-12.
This stock exchange release was published by [name position] on the time and
date provided.
IMPORTANT INFORMATION
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. None of the Managers or any of their respective
affiliates or any of their respective directors, officers, employees, advisors
or agents accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any
information has been omitted from the announcement) or any other information
relating to the Company, its subsidiaries or associated companies, whether
written, oral or in a visual or electronic form, and howsoever transmitted or
made available, or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection therewith.
This announcement has been prepared by and is the sole responsibility of the
Company.
Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories
and possessions, any State of the United States and the District of Columbia),
Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction
where to do so would constitute a violation of the relevant laws of such
jurisdiction. The publication, distribution or release of this announcement
may be restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction.
This announcement is not an offer for sale of securities in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act, and may not be offered or sold in
the United States absent registration with the U.S. Securities and Exchange
Commission or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any securities referred to herein in the United States or to conduct a public
offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made
by means of a set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the
aforementioned subscription material. 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 EU Prospectus Regulation, i.e.
only to investors who can receive the offer without an approved prospectus in
such EEA Member State. The expression “EU Prospectus Regulation” means
Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 (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 “qualified investors” within the
meaning of the EU Prospectus Regulation as it forms part of English law by
virtue of the European Union (Withdrawal) Act 2018 and 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 to relevant persons and will only be
conducted with relevant persons. Persons distributing this communication must
satisfy themselves that it is lawful to do so.
This announcement is made by, and is the responsibility of, the Company. The
Managers and their respective affiliates are acting exclusively for the
Company and no-one else in connection with the Private Placement. They will
not regard any other person as their respective clients in relation to the
Private Placement and will not be responsible to anyone other than the
Company, for providing the protections afforded to their respective clients,
nor for providing advice in relation to the Private Placement, the contents of
this announcement or any transaction, arrangement or other matter referred to
herein.
In connection with the Private Placement, the Managers and any of their
respective affiliates, acting as investors for their own accounts, may
subscribe for or purchase shares and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in such shares
and other securities of the Company or related investments in connection with
the Private Placement or otherwise. Accordingly, references in any
subscription materials to the shares being issued, offered, subscribed,
acquired, placed or otherwise dealt in should be read as including any issue
or offer to, or subscription, acquisition, placing or dealing by, such
Managers and any of their respective affiliates acting as investors for their
own accounts. The Managers do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
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 “believe”, “aim”, “expect”,
“anticipate”, “intend”, “estimate”, “will”, “may”, “continue”, “should” and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies, and other important
factors which are difficult or impossible to predict and are beyond its
control. 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. Forward-looking
statements speak only as of the date they are made and cannot be relied upon
as a guide to future performance. The Company, each of the Managers and their
respective affiliates expressly disclaims any obligation or undertaking to
update, review or revise any forward-looking statement contained in this
announcement whether as a result of new information, future developments or
otherwise. The information, opinions and forward-looking statements contained
in this announcement speak only as at its date and are subject to change
without notice.
This information has been submitted pursuant to the Securities Trading Act §
5-12 and MAR Article 17. The information was submitted for publication at
2025-05-28 20:15 CEST.
Kilde
