Awilco Drilling Plc: Final result of Subsequent Offering
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR HONG KONG, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Aberdeen, 6 September 2023
Reference is made to the stock exchange notice from Awilco Drilling Plc (“Awilco Drilling” or the “Company”) on 22 August 2023 regarding the subsequent offering (the “Subsequent Offering”) of up to 469,400 new sponsored Norwegian depository receipts (the “Offer Shares”) at a subscription price of NOK 9 per Offer Share (the “Offer Price”).
The subscription period for the Subsequent Offering ended on 5 September 2023 at 16:30 CEST. By the end of the subscription period, the Company had received valid subscriptions for 60,673 Offer Shares in the Subsequent Offering. As agreed in the underwriting agreement, Awilhelmsen Offshore AS has been allocated 272,485 shares and QVT Family Office Fund LP has been allocated 136,242 shares. The board of the Company has today resolved that a total of 469,400 Offer Shares will be allocated at the Offer Price in accordance with the allocation criteria set out in the shareholders letter, raising gross proceeds of the NOK equivalent of USD 392,723.
The subscribers who are allocated Offer Shares will receive information confirming the number of Offer Shares allocated and the corresponding amount to be paid by each subscriber. Investors that are allocated Offer Shares can access information on the number of allocated Offer Shares through VPS on or about 7 September 2023. Payment for the Offer Shares allocated in the Subsequent Offering will be done through debit of the subscribers’ bank account. Such debit is expected to be completed on or about 11 September 2023. Subject to full payment having been received from all subscribers, the Offer Shares are expected to be delivered to the VPS accounts of the subscribers on or about 14 September 2023.
The subscribers for Offer Shares in the Subsequent Offering will receive one non- transferable warrant for each allocated Offer Share (the “Warrant”). The Company will issue 469,400 Warrants to the subscribers of the Subsequent Offering.
Each Warrant will give the investor the right, but not the obligation, to subscribe for one sponsored Norwegian depository receipt at a price of NOK 1 per sponsored Norwegian depository receipt, subject to the Company undertaking a prior reduction of capital (or otherwise taking steps in accordance with applicable law) to reduce the nominal value of its shares below the GBP equivalent of NOK 1 per share. The Warrants may be exercised by the holders, in full or in part, from 1 January 2024 until the later of (A) 1 February 2024 and (B) the date three months after the arbitral tribunal has issued a final award in the Rig 2 case against Keppel FELS Limited and either (A) the latest deadline for filing an appeal or challenge against such final award has expired without an appeal or challenge being made or (B) a final and non-appealable ruling has been made by the relevant court in respect of such appeal or challenge (the “Exercise Period”). Warrants that are not exercised during the Exercise Period will have no value and will lapse without compensation to the holder. The Warrants are non-transferable and will not be registered in the VPS. The Warrants are created by way of a warrant deed executed by the Company (the “Warrant Deed”) which is attached to the shareholder letter available on the Company’s website (https://awilcodrilling.com/shareholders/).
Clarksons Securites AS is acting as sole manager of the Subsequent Offering and Nordic Issuer Services AS is acting as settlement agent for the Subsequent Offering. Advokatfirmaet Wiersholm AS is acting as Norwegian legal counsel to Awilco Drilling.
For further information about the Subsequent Offering please contact:
Truls Chr. Trøan, Head of Investment Banking, Clarksons Securities AS: +47 41 40 19 37
Erik Jacobs, CEO of Awilco Drilling; Tel: +47 95 29 22 71
Cathrine Haavind, Investor Relations of Awilco Drilling; Email: ch@awilcodrilling.com, Tel: +47 93 42 84 64
Important information
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan Hong Kong or the United States (including its territories and possessions, any state of the United States and the District of Columbia). It is issued for information purposes only and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. Awilco Drilling does not intend to register any portion of any offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan, Hong Kong or the United States.
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 (EU) 2017/1129 of the European Parliament and of the Council, of 14 June 2017, as amended Regulation, on the prospectus to be published when securities are offered to the public (together with any applicable implementing measures in any EEA 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.
The issue, subscription or purchase of securities in Awilco Drilling is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither Awilco Drilling nor the Manager assumes any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Manager is acting for Awilco Drilling and no one else in connection with the potential Subsequent Offering in the Company and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Subsequent Offering and/or any other matter referred to in this release.
Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect Awilco Drilling’s current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.
