NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to the previous stock exchange releases by Northern Drilling Ltd. (“NODL”) on 3 December 2019 regarding (i) a successfully completed bookbuilding for a private placement (“Private Placement”) of new shares in its subsidiary company Northern Ocean Ltd. (“NOL”), (ii) a contemplated Subsequent Offering of shares in NOL, (iii) a contemplated Exchange Offer by NODL as further described below (the Subsequent Offering and the Exchange Offer jointly, the “Offering”), and (iv) contemplated listing of the shares of NOL on Oslo Børs, alternatively Oslo Axess.
Listing of NOL
The NOL shares are currently trading on the N-OTC, and NOL intends to apply for listing of its shares on Oslo Børs, or alternatively Oslo Axess (the “Listing”). It is expected that NOL’s shares will begin trading on Oslo Børs, or alternatively Oslo Axess, on or about 27 February 2020, subject to fulfilling the Listing Conditions (as defined below). To satisfy certain listing conditions, NOL has appointed Ole Falk Hansen and Botes de Vries as new members to its board, effective upon first day of Listing.
As part of the Listing process, NOL has prepared a listing prospectus which has today been approved by the Norwegian Financial Supervisory Authority (the “Prospectus”). The Prospectus, including the application form for the exchange offer and the subscription form for the Subsequent Offering, is published today and will, subject to regulatory restrictions in certain jurisdictions, be available at www.northerndrillingltd.com, www.northernocean.no and www.dnb.no/emisjoner. Hard copies of the Prospectus may be obtained free of charge by contacting DNB Markets.
NODL has resolved to offer eligible shareholders in NODL (being Eligible Offerees, as defined below) to purchase a number of the shares Eligible Offerees own in NODL with consideration in the form of shares in NOL owned by NODL, on the basis of an exchange ratio that 2.0316 NODL shares to be exchanged by 1 NOL share (the “Exchange Offer”). The Exchange Offer comprises a maximum of up to approx. 85% of the outstanding NODL shares, equalling up to 91,422,586 (subject to rounding) number of NODL shares of the 107,555,983 issued and outstanding number of shares in NODL. Shares in NODL for which the Exchange Offer is accepted will be cancelled upon settlement of the Exchange Offer, and thereby reduce the number of shares in NODL. Assuming the Exchange Offer is accepted for all of the 91,422,586 shares in NODL comprised by the Exchange Offer, NODL will following completion of the Exchange Offer have 16,133,397 shares issued and outstanding (subject to rounding).
The Exchange Offer is directed towards shareholders in NODL that may lawfully participate in the Exchange Offer and that are holders of shares in NODL at the end of the Acceptance Period (as defined below) as they are recorded in NODL’s register of shareholders with the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) (the “VPS”) on 24 February 2020 (i.e. T+2 following the Acceptance Period, and T being the last day of the Acceptance Period) (the “Exchange Offer Record Date”), and who are (i) investors in Norway, (ii) investors outside of Norway and the United States of America (the “US” or the “United States”), subject to applicable exemptions from applicable local prospectus, tender offer rules or other similar filing requirements, and (iii) investors in the United States who are reasonably believed to be “qualified institutional buyers” (“QIBs“) as defined in, and in reliance on, Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) (each such shareholder an “Eligible Offeree”, and collectively “Eligible Offerees”).
The Eligible Offerees may elect to accept the Exchange Offer for 85% (as rounded) of the shares they own in NODL as registered in VPS as of the Exchange Offer Record Date, but they may also choose to accept the Exchange Offer for a higher (over-acceptance) or lower number of shares, provided however that (i) maximum 95% of the shares each Eligible Offeree owns in NODL as registered in VPS as of the Exchange Offer Record Date (i.e. no Eligible Offeree will be able to accept the Exchange Offer for all the shares owned in NODL), and (ii) if the total amount of NODL shares for which the Exchange Offer is accepted by Eligible Offerees (including over-acceptances) exceeds the total amount of the 91,422,586 shares in NODL that may be subject to the Exchange Offer, then all accepting Eligible Offerees that have over-accepted will be reduced pro-rata based on their shareholding in NODL as registered in VPS as of the Exchange Offer Record Date.
For determination of the number of NODL shares each Eligible Offeree has accepted the Exchange Offer for, NODL will solely look at the number of NODL shares owned at the end of the Acceptance Period as registered in the VPS on the Exchange Offer Record Date (i.e. shares acquired prior to this time will be included for the calculation, while shares acquired after this time will be excluded from the calculation). Shares accepted for cannot be sold, transferred, encumbered or otherwise disposed over. The shares of NODL will trade on Oslo Børs excluding the right to participate in the Exchange Offer from and including 21 February 2020.
Hemen Holding Ltd., NODL largest shareholder, has indicated to NODL that it will accept the Exchange Offer for a number of its NODL shares equal to the weighted average acceptance rate in the Exchange Offer, so that Hemen’s ownership in NODL post completion of the Exchange Offer equals Hemen’s current ownership percentage.
The completion by NODL of the Exchange Offer is conditional upon the Oslo Stock Exchange approving the application for listing of the NOL shares on Oslo Børs, or alternatively Oslo Axess, on conditions acceptable to the Company and that any such conditions may be satisfied by the Company upon completion of the Offering. Such conditions are expected to include that the Company obtains (i) a minimum of 500 independent shareholders for a listing on Oslo Børs (or alternatively 100 independent shareholders for a listing on Oslo Axess), each holding NOL shares with a value of more than NOK 10,000 and are unrelated from the Company, (ii) a minimum required free float of 25% in NOL, (iii) for listing on Oslo Børs, being granted exemption from the three years operational and financial history, as well as (iv) that the completion of the Exchange Offer is subject to the Company obtaining the necessary approvals from authorities on Bermuda (collectively the “Listing Conditions”). There can be no assurance that the Company will satisfy these conditions.
The Exchange Offer (but not the Subsequent Offering) will be cancelled in the event that the above-mentioned conditions are not satisfied. NODL retains the right to cancel the Exchange Offer for any reason prior to settlement of the Exchange Offer.
The acceptance period (the “Acceptance Period”) for the Exchange Offer commences on 7 February 2020 at 09:00 CET and will close on 20 February 2020 at 16:30 CET. The Company may extend the Acceptance Period one or more times, and for any reason at its sole discretion, which may affect other dates for the Exchange Offer as set out herein (including the Exchange Offer Record Date). Settlement of the Exchange Offer is expected to take place on or about 26 February 2020, on which date the NODL shares that have been accepted will be cancelled. Delivery in VPS of NOL shares to Eligible Offerees that have accepted the Exchange Offer is expected to take place on or about 26 February 2020.
See the Prospectus for further information and the terms and conditions for the Exchange Offer.
NOL has resolved to carry out a subsequent offering (the “Subsequent Offering”) of up to 1,872,659 NOL shares, each at a subscription price of NOK 49 per share, for gross proceeds of up to approximately NOK 92 million.
The Subsequent Offering will, on the basis of the Prospectus, be directed towards shareholders in NODL who (i) are shareholders in NODL as of expiry of the bookbuilding period for the Private Placement, as registered with the VPS as of 5 December 2019, (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, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action (the “Eligible Shareholders”). The Eligible Shareholders will be granted non-tradable subscription rights giving right to subscribe and be allocated NOL shares. Over-subscription is permitted, but subscription without subscription rights is not permitted.
The subscription period in the Subsequent Offering will commence on 7 February 2020 at 09:00 CET and will close on 20 February 2020 at 16:30 CET.
See the Prospectus for further information and the terms and conditions for the Subsequent Offering.
DNB Markets, a part of DNB Bank ASA acts as manager in the Offering. Advokatfirmaet BAHR AS, as to Norwegian law, and MJM Barristers and Attorneys, as to Bermuda law, act as legal advisor to NODL and NOL in connection with the Offering. Advokatfirmaet Wiersholm AS acts as legal advisor to the manager.
Scott McReaken, CEO in Northern Drilling Ltd.
Tel. +1 832 509 7191
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 NODL or NOL. 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. Neither NODL nor NOL 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 NODL and NOL believe 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 public sector investment levels, changes in the general economic, political and market conditions in the markets in which NODL or NOL operate, NODL’s and NOL’s ability to attract, retain and motivate qualified personnel, changes in NODL’s and NOL’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. Neither NODL nor NOL 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 document.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Neither NODL nor NOL undertakes 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.
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 NODL or NOL. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.