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DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Stavanger, 10 May 2023: Prosafe SE (“Prosafe” or the “Company”) hereby announces
a contemplated private placement of up to 2 720 000 new shares (the “Offer
Shares”) in the Company (the “Private Placement”). The subscription price per
Offer Share in the Private Placement will be set by the Company’s board of
directors (the “Board”) on the basis of an accelerated bookbuilding process
conducted by the Managers (as defined below).
The Company has appointed DNB Markets, a part of DNB Bank ASA, Pareto Securities
AS (jointly, the “Global Coordinators and Joint Bookrunners”), ABG Sundal
Collier ASA, Carnegie AS, Clarksons Securities AS, and Sparebank 1 Markets AS
(jointly, the “Joint Bookrunners”) (together the “Managers”).
The net proceeds from the Private Placement will be used for working capital,
preparation for commencement of new contracts and general corporate purposes.
The application period in the Private Placement will commence today 10 May
2023, at 17:00 hours CEST and close on 11 May 2023 at 08:00 hours CEST (the
“Bookbuilding Period”). The Company and the Managers may, however, at any time
resolve to extend or shorten the Bookbuilding Period on short or no notice. If
the Bookbuilding Period is extended or shortened, any other dates referred to
herein may be amended accordingly.
The Private Placement will be directed towards selected Norwegian and
international investors, in each case subject to and in compliance with
applicable exemptions from relevant prospectus, filing and other registration
requirements. The minimum application and allocation amount in the Private
Placement has been set to the NOK equivalent of EUR 100,000. The Company may,
however, at its sole discretion, allocate an amount below EUR 100,000 to the
extent applicable exemptions from the prospectus requirement pursuant to
applicable regulations, including Regulation (EU) 2017/1129 (the EU Prospectus
Regulation) and ancillary regulations, are available.
Allocation of Offer Shares will be determined by the Board at its sole
discretion, in consultation with the Manager, following the expiry of the
Bookbuilding Period.
North Sea Strategic Investments AS and HV VI Invest Sierra AS have undertaken a
three month lock-up on customary terms and conditions. Board and management have
undertaken a six month lock-up on customary terms and conditions.
The Private Placement is conditional on (i) all necessary corporate resolutions
being validly made by the Company, including without limitation, the Board
resolving to consummate the Private Placement and issue the Offer Shares
pursuant to a board authorisation granted by the Company’s annual general
meeting held on 10 May 2023 (the “Board Authorisation”), (ii) the Board
Authorisation having been registered in the Norwegian Register of Business
Enterprises (Foretaksregisteret) expected on or about 12 May 2023, and (iii) the
Share Lending Agreement remaining unmodified and in full force and effect.
Settlement of the Offer Shares is expected to take place on a delivery versus
payment basis by delivery of existing and unencumbered shares in the Company,
that are already listed on Oslo Stock Exchange to be borrowed from certain funds
controlled by HitecVision AS, Vicama AS and Alden AS by the Managers pursuant to
a share lending agreement entered into between the Managers, the Company and
share lenders.
The Company reserves the right to cancel, and/or modify the terms of, the
Private Placement at any time and for any reason prior to the Conditions having
been met. Neither the Company nor the Manager will be liable for any losses
incurred by applicants if the Private Placement is cancelled, irrespective of
the reason for such cancellation.
The Private Placement represents a deviation from the shareholders’ pre-emptive
right to subscribe for the Offer Shares. The Board has considered the Private
Placement in light of the equal treatment obligations under the Norwegian Public
Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal
treatment under Oslo Rule Book II for companies listed on the Oslo Stock
Exchange and the Oslo Stock Exchange’s Guidelines on the rule of equal
treatment, and deems that the proposed Private Placement is in compliance with
these obligations. The Board is of the view that it will be in the common
interest of the Company and its shareholders to raise equity through a private
placement, in particularly in light of the current market conditions and the
purpose for which the funds are raised. By structuring the equity raise as a
private placement, the Company is expected to raise equity efficiently and in a
timely manner, with a lower discount to the current trading price, at a lower
cost and with a significantly reduced completion risk compared to a rights
issue. It has also been taken into consideration that the Private Placement is
based on a publicly announced accelerated bookbuilding process. The Company may,
subject to completion of the Private Placement, approval from an extraordinary
general meeting (the “EGM”) in the Company and certain other conditions, decide
to carry out a subsequent repair offering of new shares at the Offer Price which
will be directed towards existing shareholders in the Company as of 10 May 2023
(as registered in the 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.
Ro Sommernes advokatfirma DA is acting as legal advisor to the Company in
connection with the Private Placement.
Prosafe is a leading owner and operator of semi-submersible accommodation
vessels. The company is listed on the Oslo Stock Exchange with ticker code PRS.
For more information, please refer to www.prosafe.com (https://www.prosafe.com)
For further information, please contact:
Jesper K. Andresen, CEO
Phone: +47 51 65 24 30 / +47 907 65 155
Reese McNeel, CFO
Phone: +47 51 64 25 17 / +47 415 08 186
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to Section 5-12 the Norwegian Securities Trading Act.
Kilde
