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OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL
Reference is made to the stock exchange announcement made by Prosafe SE
(“Prosafe” or the “Company”) on 18 July 2025 regarding the publication of a
prospectus (the “Prospectus”) approved by the Norwegian Financial Supervisory
Authority for, inter alia, the offering of up to 17,868,651 warrants (the
“Warrants”) (the “Warrants Offering”).
The subscription period for the Warrants Offering (the “Subscription Period”)
commences today, 23 July 2025 at 09:00 hours (CEST) and expires on 6 August
2025 at 16:30 hours (CEST), unless extended in accordance with the terms set out
in the Prospectus.
The Warrants may be subscribed for by shareholders of the Company as of 16 May
2025, as recorded in the Company’s shareholder register in Euronext Securities
Oslo (VPS) on 20 May 2025 (the “Record Date”) (the “Eligible Shareholders”). The
Eligible Shareholders shall have a preferential right to subscribe for and be
allocated the Warrants in proportion to their shareholding in the Company on the
Record Date, pursuant to Section 11-13 of the Norwegian Public Limited Liability
Companies Act, cf. Section 10-4. The preferential right to subscribe for the
Warrants may not be transferred by the Eligible Shareholders. Oversubscription
or subscription without subscription rights is not permitted. The Warrants may
not be subscribed for by investors in jurisdictions where such subscription is
not permitted or where the offering of such warrants is not legally allowed.
No consideration shall be paid for the Warrants. The Warrants shall not be
transferable. The Warrants will be registered in Euronext Securities Oslo (VPS).
Subscriptions for Warrants must be made by submitting a correctly completed
subscription form to the Receiving Agent (as defined below) during the
Subscription Period, or may, for subscribers who are residents of Norway with a
Norwegian personal identification number, be made online during the Subscription
Period. Please see the Prospectus for further information about the Warrants
Offering, including subscription procedures and the complete terms of the
Warrants Offering. The Prospectus (including the subscription form for the
Warrants Offering) is, subject to applicable securities laws, available on the
Company’s website: www.prosafe.com
(https://protect.checkpoint.com/v2/http:/www.prosafe.com.YzJlOnNjaGpkdGFzO
mM6bzphNzMxN2FhNzI2MWNiYWFkOGRmNDUxNWNlMzBmOTY0ZTo2OjY2NGI6YmUwZWNmMTY4Nzc5MGE5Z
DAzMmMzN2MzMDg4YWQ5ZmE5ZWY1MTVmNzc0MDE1OGFjMWYxOTNhZTNkMjI5MjZiZTpwOlQ6Tg).
Subscriptions may only be made on the basis of the Prospectus. Allocation of
Warrants will be made by the Company’s board of directors based on the number of
Warrants subscribed for by each shareholder in accordance with the number of
Warrants each subscriber has the right to subscribe for.
The Warrants may be exercised during the period starting at 09:00 (CEST) on 11
August 2025 and concluding at 16:30 (CEST) on 25 August 2025 (the “Exercise
Period”). One Warrant entitles the holder to request the issuance of one
ordinary share in the Company. Eligible Shareholders having validly subscribed
for and been allocated Warrants will receive an exercise form prior to the
Exercise Period. Exercise shall be carried out by submitting a correctly
completed exercise form to the Receiving Agent (as defined below) during the
Exercise Period, or may, for Warrant holders who are residents of Norway with a
Norwegian personal identification number, be made online during the Exercise
Period. Warrants that are not exercised before the expiry of the Exercise Period
will have no value and will lapse without compensation to the holder.
To the extent members of the Company’s board of directors or management or
closely related parties of such are prohibited from exercising Warrants in the
Exercise Period due to securities law restrictions, these shall have the right
to exercise Warrants during a period which expires two weeks after such
restrictions lapse, as set out in the resolution to issue the Warrants at the
Company’s extraordinary general meeting held on 16 May 2025 (the “EGM”).
Exercises can in any case not take place after 31 December 2025.
The subscription price upon exercise of the Warrants is EUR 0.01 per new share.
Pursuant to the resolution adopted by the EGM, the Company plans to establish a
NOK-based exchange mechanism for the contribution, whereby each exercising
Warrant holder will be debited a NOK amount covering the EUR subscription
amount, currently expected to be NOK 0.15 per share.
Advokatfirmaet Schjødt AS acts as legal advisor to the Company in connection
with the Warrants Offering. DNB Issuer Services, a part of DNB Bank ASA (the
“Receiving Agent” as well as the “Settlement Agent”) acts as both the Receiving
Agent and Settlement Agent for the Company in connection with the Warrants
Offering.
For further information, please contact:
Terje Askvig, CEO
Phone: +47 952 03 886
Reese McNeel, CFO
Phone: +47 415 08 186
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act and the requirements of Oslo Børs’
Continuing Obligations.
About Prosafe
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 https://www.prosafe.com
(https://www.prosafe.com/)
Important information
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 their
securities in the United States or to conduct a public offering of securities in
the United States. Any sale in the United States of the securities mentioned in
this announcement will be made solely to “qualified institutional buyers” as
defined in Rule 144A under the Securities Act.
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 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 (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 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.
Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in investment levels
and need for the Company’s services, changes in the general economic, political
and market conditions in the markets in which the Company operate, the Company’s
ability to attract, retain and motivate qualified personnel, changes in the
Company’s ability to engage in commercially acceptable acquisitions and
strategic investments, and changes in laws and regulation and the potential
impact of legal proceedings and actions. 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. The Company does not provide any guarantees that the
assumptions underlying the forward-looking statements in this announcement are
free from errors nor does it accept any responsibility for the future accuracy
of the opinions expressed in this announcement or any obligation to update or
revise the statements in this announcement to reflect subsequent events. You
should not place undue reliance on the forward-looking statements in this
announcement. The information, opinions and forward-looking statements contained
in this announcement speak only as at its date, and are subject to change
without notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
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.
Kilde
