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OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN
OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 15 April 2026: Dolphin Drilling AS (the “Company”) announces a private
placement, raising gross proceeds of the NOK equivalent of USD 50-55 million
by issuance of 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 2.50 (the “Offer Price”).
The Company has appointed Arctic Securities AS, DNB Carnegie, a part of DNB
Bank ASA, and Fearnley Securities AS as joint bookrunners in the Private
Placement (together, the “Managers”).
Mirabella Financial Services LLP, on behalf of Svelland Global Trading Master
Fund and certain other accounts (“Svelland”), Starship Investments AS and
Starship Norway AS (jointly referred to as “Starship”) have, subject to
customary conditions, pre-committed to apply for, Offer Shares at the Offer
Price for the NOK equivalent of USD 15 million and USD 3 million,
respectively, pursuant to pre-commitment undertakings. A pre-commitment fee
equal to 10% of the pre-committed amount will be payable by the Company to
Svelland and Starship in the form of new shares in the Company (the
“Commission Shares”) at a subscription price equal to the Offer Price, subject
to approval by the EGM (as defined below). The Company and Svelland may agree
to reduce the number of Offer Shares allocated to Svelland. Starship will be
allocated Offer Shares in full.
The net proceeds from the Private Placement, together with the
recapitalization plan described immediately below, will be used to repay the
Bridge Tranche (as defined below), fund reactivation costs for the “Borgland
Dolphin” for the contract with Repsol, contract preparations, working capital
expenses, and for general corporate purposes.
The Group has entered into amendments to its existing credit facilities,
including to the USD 65 million loan facility of Dolphin Drilling Limited (the
“Loan Facility” and the “Loan Facility Amendment”) and the bond terms between
Dolphin Drilling Offshore AS and Nordic Trustee (the “Nordic Bond Amendment”).
As part of the Loan Facility Amendment, the existing lender has provided a USD
7.5 million bridge loan (the “Bridge Tranche”). Pursuant to the Loan Facility
Amendment and the Nordic Bond Amendment certain financial covenant waivers,
amortisation relief and maturity extensions are conditional upon the
occurrence of a “Funding Effective Date”. This in turn requires, among other
things, that at least 80% of the proceeds from the Private Placement have been
made available downstream to the Group’s operating subsidiaries, and that the
Bridge Tranche has been repaid at a time when there is no default outstanding
under the existing credit facilities of the Group.
The Private Placement, together with the Loan Facility Amendment and the
Nordic Bond Amendment, is estimated to extend the Company’s liquidity runway
until the end of 2026.
The issuance of Offer Shares and the Commission Shares will be subject to
approval by an extraordinary general meeting of the Company expected to be
held on or about 30 April 2026 (the “EGM”).
Company update
Please see the attached company update presentation (the “Company Update”).
Dolphin Drilling continues to evaluate strategic initiatives aimed at
enhancing shareholder value and is currently engaged in preliminary
discussions regarding a potential business combination. The potential business
combination, if completed, would establish a larger owner and operator of
drilling rigs, leveraging Dolphin Drilling’s 60-year legacy as a pioneer in
offshore drilling, its listing on Euronext Growth Oslo, a marketplace operated
by Euronext Oslo Børs, which is widely regarded as an attractive marketplace
for offshore drilling companies, and its supportive shareholder base. The
combined platform could support further growth and consolidation within
the offshore drilling rig segment. No agreements have been entered into, and
there can be no assurance that the discussions will result in any transaction
being agreed or completed.
The Application Period
The application period for the Private Placement will commence today, on 15
April 2026, at 16:30 CEST, and close on or before 16 April 2026 at 08:00 CEST
(the “Application Period”). The Company, in consultation with the Managers,
reserves the right to, at its sole discretion and at any time, 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 Company having confirmed in writing to the Managers that all
conditions precedent for effectuation of the Loan Facility Amendment and
Nordic Bond Amendment have been satisfied or will be satisfied upon completion
of the Private Placement; (C) 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 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; (D) registration of the share capital decrease and the
share capital increase pertaining to issue of the Offer Shares in the
Norwegian Register of Business Enterprises and the Offer Shares being validly
issued and registered in the VPS; (E) the Pre-Funding Agreement (as defined
below) remaining unmodified and in full force and effect pursuant to its terms
and conditions, and (F) the Company having confirmed that (i) no bankruptcy
proceedings have been opened by a court after petition for bankruptcy (Nw.
konkursbegjæring) filed against the Company; (ii) the Company has not
initiated voluntary winding-up proceedings (Nw. begjæring om oppbud); (iii) no
application for reconstruction (Nw. rekonstruksjon) pursuant to the Norwegian
Reconstruction Act has been filed in respect of the Company; and (iv) no
notice of acceleration has occurred under any loan or credit facility to which
the Company is a party. Delivery of Offer Shares on a delivery versus payment
(“DvP”) basis on the timeline indicated below is subject to the Company and
Managers having entered into a pre-funding agreement (the “Pre-Funding
Agreement”). The conditions described above are jointly referred to as the
“Conditions”.
The Company reserves the right to cancel or modify the terms of the Private
Placement at any time and for any reason. The Private Placement will be
cancelled if the Conditions are not fulfilled. Neither the Managers nor the
Company or any of their directors, officers, 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) 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, 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 may, at
its sole discretion, reject or reduce any application in whole or in part.
Allocation of Offer Shares is not guaranteed.
Notifications of conditional allocation are expected to be issued to the
applicants on or about 16 April 2026 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 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 on a DvP
basis, to be facilitated through the Pre-Funding Agreement, on or about 5 May
2026, subject to any extensions of the Application Period and fulfilment of
the Conditions (as defined above), including the necessary resolutions by the
EGM.
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 Liability 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 capital to repay the Bridge Tranche, fund reactivation costs for the
“Borgland Dolphin” for the contract with Repsol, contract preparations,
working capital expenses, and for general corporate purposes. By structuring
the equity raise as a private placement, the Company is able to efficiently
raise the necessary capital for the abovementioned purposes. The Company has
also conducted an investor pre-sounding process with existing and new
investors to obtain the best possible terms for the Private Placement. In
addition, the Company has received pre-commitments from Svelland and Starship
to reduce transaction risk. 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 existing shareholders in
the Company as further described 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. Any such subsequent
offering, if applicable and subject to applicable securities laws, will be
directed towards existing shareholders in the Company as of 15 April 2026 (as
registered in Euronext Securities Oslo (VPS) two trading days thereafter), 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 Company reserves the right in its sole discretion to
not conduct or to cancel any subsequent offering.
Advisors
Arctic Securities AS, DNB Carnegie, a part of DNB Bank ASA, and Fearnley
Securities AS are acting as 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 Norwegian Securities Trading Act section 5-12.
This stock exchange release was published by Ingolf Gillesdal 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” as defined in
paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading
regulations 2024, 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.
Kilde
