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DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Stavanger, 25 October 2023: Prosafe SE (“Prosafe” or the “Company”) hereby
announces a contemplated private placement of up to NOK 350 million by issue of
new shares (the “Offer Shares”) in the Company (the “Private Placement”). The
subscription price per Offer Share (the “Offer Price”) and the final number of
Offer Shares to be issued 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 Pareto Securities AS and SpareBank 1 Markets AS as
joint global coordinators and joint bookrunners, and Carnegie AS and Clarksons
Securities AS as joint bookrunners (together the “Managers”).
The net proceeds to the Company from the Private Placement will be used for
investments and mobilization costs to enable new contract opportunities,
strengthening of the balance sheet and general corporate purposes.
The bookbuilding period in the Private Placement will commence today 25 October
2023, at 16:30 hours CEST and close on 26 October 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 allocation of Offer Shares will be determined following the Bookbuilding
Period, and the final allocation will be made at the sole discretion of the
Board (in consultation with the Managers). The Board will focus on criteria such
as (but not limited to) current ownership in the Company, indications from the
wall-crossing phase of the Private Placement, price leadership, timeliness of
the application, relative order size, sector knowledge, perceived investor
quality and investment horizon.
Notification of conditional allocation will be sent to the applicants by the
Managers on or about 26 October 2023 before 09:00 hours CEST, subject to any
shortenings or extensions of the Bookbuilding Period.
The Offer Shares allocated in the Private Placement are expected to be settled
on a delivery versus payment (“DVP”) basis on or about 21 November 2023,
following completion of the Conditions including the share capital increase
pertaining to the Offer Shares being registered with the Norwegian Register of
Business Enterprises (the “NRBE”), expected on or about 20 November 2023. The
DVP settlement will be facilitated by a pre-payment agreement expected to be
entered into between the Company and the Managers (the “Pre-Payment Agreement”).
The Offer Shares cannot be traded on Oslo Børs before the share capital increase
pertaining to the issuance of the Offer Shares has been registered with the
NRBE. The Company will announce when such registration has taken place, and the
Company expects that the Offer Shares, except for those Offer Shares described
in the paragraph immediately below, will commence trading on Oslo Børs on or
about 20 November 2023.
A portion of the Offer Shares in the Private Placement will be delivered on a
separate, temporary ISIN pending approval of a listing prospectus by the
Financial Supervisory Authority of Norway and will not be listed or tradable on
Oslo Børs until the listing prospectus has been published (expected at the end
of November 2023 approx. 1 week post the EGM). Certain investors with
subscription indications from the wall-crossing phase in the Private Placement
have accepted to take delivery of the majority of such Offer Shares. All other
investors will receive a pro rata portion of their allocated Offer Shares (i) in
accordance with the DVP settlement timeline described above (immediate trading
after EGM), and (ii) in accordance with the mentioned listing prospectus
timeline (delayed trading after EGM). The ratio will depend on the final Offer
Price.
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.
Members of the Company’s executive management as well as the chairman of the
Board have accepted a 3-months lock-up post the Private Placement.
Completion of the Private Placement is subject to (i) the Board resolving to
consummate the Private Placement and conditionally allocate the Offer Shares,
(ii) an extraordinary general meeting expected to be held on or about 16
November 2023 (the “EGM”) in the Company resolving to approve the Private
Placement and issue the Offer Shares, (iii) the Pre-Payment Agreement remaining
in full force and effect, (iv) the share capital increase pertaining to the
issuance of the Offer Shares being validly registered with the NRBE, and (v) the
Offer Shares being validly issued and registered in the Norwegian Central
Securities Depository (Euronext Securities Oslo or the “VPS”) (jointly the
“Conditions”).
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 Managers 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, if completed, 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 the EGM and
certain other conditions, decide to carry out a subsequent repair offering of
new shares at the Offer Price in the Private Placement which, subject to
applicable securities law, will be directed towards existing shareholders in the
Company as of 25 October 2023 (as registered in the VPS two trading days
thereafter), who (i) were not included in the wall-crossing 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 (http://www.prosafe.com)
For further information, please contact:
Reese McNeel, CEO/CFO
Phone: +47 51 64 25 17 / +47 415 08 186
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act and the EU Market Abuse Regulation
(MAR)
Kilde
