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 previous stock exchange releases regarding the exchange offer where eligible shareholders in Northern Drilling Ltd. (“NODL”) could accept to exchange certain shares they own in NODL with consideration in the form of shares in Northern Ocean Ltd. (“NOL”) owned by NODL (the “Exchange Offer”), including announcements today regarding the preliminary results of the acceptance of the Exchange Offer following the expiry of the acceptance period in the Exchange Offer on 20 February 2020 at 16:30 CET.
Following the private placement of shares in NOL as announced on 4 December 2019, NODL’s ownership in NOL was reduced from 100% to 70.6%. The remaining shares in NOL were owned by Hemen Holding Limited, a company indirectly controlled by trusts established by Mr John Fredriksen for the benefit of his immediate family (“Hemen”), with an 11.8% ownership and other more than 50 investors participating in the private placement.
Based on, and subject to, the preliminary results of the Exchange Offer, NODL’s ownership in NOL is expected to decrease from its current 70.6% ownership to less than 5% ownership, while the remaining shares in NOL are expected to be owned by shareholders in NODL that participated in the Exchange Offer, shareholders in NODL that participated in the subsequent offering (“Subsequent Offering”) of new shares in NOL (the result of which was announced earlier today), as well as shareholders in NOL prior to the Exchange Offer, and where Hemen is expected to be a major shareholder.
The final result of the Exchange Offer is expected to be announced on or about 26 February 2020 once the final count of acceptances under the Exchange Offer has been completed. It is emphasised that the preliminary result is preliminary only and subject to further control of acceptances received, including control of acceptances on the Exchange Offer record date. The final result may therefore materially deviate.
No new shares in NOL will be issued as a result of the Exchange Offer. Following completion of the issue of the 76,686 new shares in NOL in the Subsequent Offering, NOL will have an issued share capital of USD 63,803,378 divided into 63,803,378 shares, each with a nominal value of USD 1.00
Please note as previously mentioned that completion of the Exchange Offer is subject to certain terms and conditions, including satisfying criteria set by Oslo Børs for listing of the shares of NOL on Oslo Børs or alternatively Oslo Axess, as further described in the announcement by NODL on 6 February 2020 and in the prospectus prepared by NOL and dated 6 February 2020. It is not possible to verify the fulfilment of such conditions until the final count of the Exchange Offer has been made on or about 26 February 2020.
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 for the offering 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 for the offering 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.