NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG, SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG OR SOUTH AFRICA.
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Odfjell Partners Holding Ltd, which is ultimately controlled by Helene Odfjell and family (the “Seller”), has retained Fearnley Securities AS, Pareto Securities AS and SpareBank 1 Markets AS (the “Managers”) to explore a potential block sale of existing shares in Odfjell Drilling Ltd (the “Company”) through an accelerated bookbuilding process (the “Offering”).
The Seller is contemplating selling up to 23,400,000 shares in the Company (the “Offer Shares”) which equals approx. 9.76% of the Company’s outstanding shares. The price in the Offering will be set through an accelerated bookbuilding process and will be denominated in NOK. The Seller reserves the right, at its sole discretion, to amend the number of Offer Shares sold or to sell no Offer Shares at all (among other based on the pricing achieved through the accelerated bookbuild process).
The bookbuilding period in the Offering will commence immediately (25 September 2024) and will close on 26 September 2024 at 08:00 CEST. The Seller may, at its sole discretion, extend or shorten the bookbuilding period at any time and for any reason without notice. If the bookbuilding period is extended or shortened, the other dates referred to herein might be changed accordingly.
The Offering is expected to be priced and allocated before 09:00 CEST on 26 September 2024 (T). The settlement in the Offering will be conducted on a normal delivery-versus-payment basis (DVP T+2). The Offer Shares will be tradable on Oslo Børs from T.
The Seller currently holds 142,952,381 shares in the Company which equals approx. 59.61% of the Company’s outstanding shares. The Seller will enter into a 180-day customary lock-up with the Managers following the completion of the Offering for the shares the Seller holds in the Company which are not sold as part of the Offering. However, if the Company decides to buy back its own shares during the Seller’s lock-up period the Seller has the right to participate on a pro-rata basis.
The Seller is represented on the Company’s board of directors by board member Helene Odfjell.
The Seller is committed to be the leading long-term shareholder in the Company and remains a strong believer in the Company and the underlying offshore drilling market. The purpose of the Offering from the Seller’s perspective is to enhance the trading liquidity in the Company’s shares as well as to rebalance and diversify the Seller’s portfolio.
The minimum order and allocation in the Offering have been set to the NOK equivalent of EUR 100,000. The Managers may, however, offer and allocate an amount below the NOK equivalent of EUR 100,000 in the Offering to the extent exemptions from prospectus requirements, in accordance with Regulation (EU) 2017/1129, are available.
The Seller will receive the net proceeds from the Offering. The Company will not receive any proceeds from the Offering.
Arntzen de Besche Advokatfirma AS is acting as legal advisor to the Seller.
For more information about the Offering please contact one of the Managers:
Fearnley Securities:
+47 22 93 60 00
Pareto Securities AS:
+47 22 87 87 50
SpareBank 1 Markets AS:
+47 24 14 74 70
Important Notices:
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. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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 “Securities Act”), 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 does not intend to register any part of the offering or its securities in the United States or to conduct a public offering of securities in 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 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 “qualified investors” within the meaning of the 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 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.
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”, “expect”, “anticipate”, “strategy”, “intends”, “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 Seller 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 their control.
By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. Except for any ongoing obligation to disclose material information as required by the applicable law, the Seller does not have any intention or obligation to publicly update or revise any forward-looking statements after they distributes this announcement, whether to reflect any future events or circumstances or otherwise.
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 in the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
Kilde
