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, 30th June 2023
Reference is made to the stock exchange release from Awilco Drilling Plc ("Awilco Drilling" or the "Company") (Euronext Growth Oslo: AWDR) published on 29th June 2023 regarding a contemplated private placement of new Sponsored Norwegian Depository Receipts (the "Offer Shares") in the Company up to the NOK equivalent of up to USD 8.1 million in gross proceeds (the "Private Placement").
The Company is pleased to announce that the Private Placement has been successfully completed, raising gross proceeds of approximately NOK 87,120,360 million, equivalent to approximately USD 8.1 million, by allocation of 9,680,040 Offer Shares in the Private Placement at a price per Offer Share of NOK 9 (the "Offer Price").
The Private Placement took place through an accelerated bookbuilding process managed by Clarksons Securities AS as Sole Manager and Bookrunner (the "Manager") after close of markets on 29th June 2023.
The net proceeds from the Private Placement will be used to finance Awilco Drillings' remaining arbitration case concerning Rig 2 against Keppel FELS Limited to its conclusion which is expected to take place no earlier than 4Q 2023 or 1Q 2024.
Existing shareholders were allocated all of the Offer Shares.
Conditional notices of allocation of Offer Shares and payment instructions are expected to be distributed to the investors in the Private Placement through a notification from the Manager on 30th June 2023 (T) (the "Notification"). Any further settlement details will be stated in the Notification.
The Offer Shares were allocated in two tranches as follows: one tranche with [6,846,350] Offer Shares ("Tranche 1") and a second tranche with 2,833,690 Offer Shares ("Tranche 2"). All applicants other than Awilhelmsen Offshore AS will receive Offer Shares through Tranche 1.
Completion of Tranche 1 is subject to (i) the necessary corporate resolutions by the Board for the approval of the allocation and issuance of the Offer Shares in Tranche 1, (ii) the Pre-Payment Agreement (as defined below) remaining unmodified and in full force and effect and (iii) the Offer Shares having been fully paid and legally issued and delivered in VPS.
Completion of Tranche 2 is subject to (i) completion of Tranche 1, (ii) the extraordinary general meeting of the Company (expected to be held on or about 20th July 2023) (the "EGM") resolving to grant the Board a new authority to issue shares and (iii) the Offer Shares having been fully paid and legally issued and delivered in VPS. By subscribing for Offer Shares, applicants have undertaken to vote in favour of the resolutions required to issue the Tranche 2 Offer Shares and the Warrants at the EGM (as described below).
Settlement of the Offer Shares in Tranche 1 is expected to take place on a delivery versus payment (DVP) basis on or about 4th July 2023. DVP settlement of the Offer Shares is expected to be facilitated by a pre-payment agreement between the Company and the Manager (the "Pre-Payment Agreement"). The Offer Shares in Tranche 1 will be tradable on Euronext Growth Oslo on or about 4th July 2023.
Settlement of the Offer Shares in Tranche 2 is subject to approval by the EGM and are expected to be delivered, subject to timely fulfilment of the conditions set out above, on or about 24th July 2023. The Offer Shares in Tranche 2 will be tradeable on Euronext Growth Oslo on or about 24th July 2023.
Following the completion of the Private Placement, the Company will have a share capital of GBP 9,196,677.75 divided into 14,148,735 shares, each with a nominal value of GBP 0.65.
The Company has considered the Private Placement in light of the equal treatment obligations under the rules on equal treatment under Euronext Growth Rule Book II and Oslo Børs' Guidelines for equal treatment, and is of the opinion that the Private Placement is in compliance with these requirements. The Company is in urgent need of new capital, and the delays involved in conducting a rights offering would have leaved the Company without the required funding for a sustained period. Further, the Board intends to carry out the Subsequent Offering (as defined below) following completion of the Private Placement that, if carried out, is expected to allow existing shareholders who are not offered to participate in the Private Placement the opportunity to maintain their pro rata ownership. As a consequence of the Private Placement structure, the shareholders' preferential rights to subscribe for the Offer Shares have been deviated from.
The Board of Directors intends to conduct, subject to completion of the Private Placement and certain other conditions, a subsequent offering of new Sponsored Norwegian Depository Receipts raising gross proceeds of the NOK equivalent of up to USD 0.4 million at the same subscription price as the Offer Price in the Private Placement to existing holders of Sponsored Norwegian Depository Receipts in the Company as of 29th June 2023 (as registered in the VPS two trading days thereafter) who (i) were not included in the wallcrossing 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 (the "Subsequent Offering"). Non-tradable subscription rights will be awarded. Completion of a Subsequent Offering is subject to approval by the Board, and the Board may at its discretion decide not to proceed with or cancel any Subsequent Offering. The subsequent offering is expected to be fully guaranteed by Awilhelmsen Offshore AS and QVT Family Office Fund LP. The Company reserves the right, in its sole discretion, to cancel the Subsequent Offering.
A separate stock exchange notice will be made on key information for the Subsequent Offering.
Warrants: Subject to (i) completion of the Private Placement; and (ii) the EGM's approval of a new authority for the Board to issue shares and grant rights to subscribe for shares on a non- pre-emptive basis, each investor will be granted one (1) warrant for every Depository Receipt subscribed for, allocated and paid for in the Private Placement or the Subsequent Offering (the "Warrant"). Each Warrant will give the investor the right, but not the obligation, to subscribe for one Depository Receipt at a price of NOK 1 per 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 granted in connection with the Private Placement or the Subsequent Offering, as the case maybe, 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 will be created by way of a warrant deed executed by the Company (the "Warrant Deed"). By subscribing for Offer Shares, applicants will agree to be bound by the Warrant Deed. A copy of the fully executed Warrant Deed will be sent to all applicants who are allocated Offer Shares in the Private Placement or the Subsequent Offering after completion of the Private Placement or the Subsequent Offering (as applicable). The Warrant Deed is governed by English law and is subject to the exclusive jurisdiction of the courts of England and Wales. Any holder of Warrants may exercise such Warrants by written notice to the Company in the form attached to the Warrant Deed. In order to be valid, the notice must have been received by the Company during the Exercise Period. Any Depositary Receipts arising from the exercise of the Warrants will only be issued following the expiry of the Exercise Period. If the Company does not undertake a reduction of capital (or otherwise take steps in accordance with applicable law) to reduce the nominal value of its shares below the GBP equivalent of NOK 1 per share prior to the expiry of the Exercise Period, the exercise price for the Warrants shall be NOK 9 per Depositary Receipt.
Advokatfirmaet Wiersholm AS is acting as Norwegian legal counsel to Awilco Drilling.
For further information about the Private Placement 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; Tel: +47 93 42 84 64
The information in this announcement is considered to be inside information pursuant to the EU Market Abuse Regulation for Awilco Drilling. This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock exchange notice was published by Cathrine Haavind, Investor Relations, on the time and date provided.
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 Private Placement 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 Private Placement 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.
