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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, 21st December 2022
Reference is made to the inventory change launch from Awilco Drilling Plc (“Awilco Drilling” or the “Company”) (Euronext Growth: AWDR) revealed on 21st December 2021 concerning a contemplated personal placement of latest Sponsored Norwegian Depository Receipts within the Company as much as NOK 78 million (equal to USD 8 million) in gross proceeds (the “Private Placement”)
The Company is happy to announce that the Private Placement has been efficiently completed, elevating gross proceeds of c. NOK 78 million, equal to c. USD 8 million, by allocation of three,922,880 new Sponsored Norwegian Depository Receipts (the “Offer Shares”) within the Private Placement at a value per Offer Share of NOK 20 (the “Offer Price”).
The Private Placement happened via an accelerated bookbuilding course of managed by Clarksons Securities AS as Sole Manager and Bookrunner (the “Manager”) after shut of markets on 21 December 2021.
The internet proceeds from the Private Placement will probably be used to partially finance Awilco Drillings’ two arbitration circumstances in opposition to Keppel FELS Limited to their conclusions that are anticipated to happen no sooner than 2Q 2023 and 4Q 2023 for the 2 rigs.
Notices of allocation of Offer Shares and fee directions are anticipated to be distributed to the traders within the Private Placement via a notification from the Manager on twenty second December 2022 (T) (the “Notification“). Any additional settlement particulars will probably be said within the Notification. The Offer Shares will probably be tradable upon allocation. Settlement of the Offer Shares is anticipated to happen on a supply versus fee (DVP) foundation on or about twenty eighth December 2022 (the “Settlement Date”). The DvP settlement construction is facilitated by a pre-payment settlement (the “Pre-Payment Agreement”) between the Company and the Manager.
Completion of the Private Placement is topic to, inter alia, the Pre-Payment Agreement remaining unmodified and in full drive and impact and the Offer Shares having been absolutely paid and legally issued and delivered in VPS.
Following the completion of the Private Placement, the Company could have a share capital of GBP 2,904,651.75 divided into 4,468,695 shares, every with a nominal worth of GBP 0.65.
The Company has thought-about the Private Placement in mild of the equal therapy obligations beneath the principles on equal therapy beneath Euronext Growth Rule Book II and Oslo Børs’ Guidelines for equal therapy, and is of the opinion that the Private Placement is in compliance with these necessities. The Company is in pressing want of latest capital, and the delays concerned in conducting a rights providing would have leaved the Company with out the required funding for a sustained interval. Further, the Board intends to hold out the Subsequent Offering (as outlined beneath) following completion of the Private Placement that, if carried out, is anticipated to permit current shareholders who will not be supplied to take part within the Private Placement the chance to keep up their professional rata possession. As a consequence of the Private Placement construction, the shareholders’ preferential rights to subscribe for the Offer Shares have been deviated from.
The Board of Directors intends to conduct, topic to completion of the Private Placement and sure different situations, a subsequent providing of latest Sponsored Norwegian Depository Receipts elevating gross proceeds of the NOK equal of as much as USD 2 million on the similar subscription value because the Offer Price within the Private Placement to current shareholders within the Company as of twenty first December 2022 (as registered within the VPS two buying and selling days thereafter) who weren’t supplied Offer Shares within the Private Placement and will not be resident in a jurisdiction the place such providing could be illegal or would (in jurisdictions apart from Norway) require any prospectus, submitting, registration or comparable motion (the “Subsequent Offering”). Non-tradable subscription rights will probably be awarded. Completion of a Subsequent Offering is topic to approval by the Board, and the Board might at its discretion determine to not proceed with or cancel any Subsequent Offering. The subsequent providing is anticipated to be absolutely assured by Awilhelmsen Offshore AS and QVT Family Office Fund LP. The Company reserves the appropriate, in its sole discretion, to cancel the Subsequent Offering.
A separate inventory change discover will probably be made on key info for the Subsequent Offering.
Advokatfirmaet Wiersholm AS is performing as Norwegian authorized counsel to Awilco Drilling.
For additional details about the Private Placement please contact:
Erik Jacobs, CEO of Awilco Drilling; Tel: +44 1224 737900
Cathrine Haavind, Investor Relations of Awilco Drilling; Tel: +47 93 42 84 64, [email protected]
The info on this announcement is taken into account to be inside info pursuant to the EU Market Abuse Regulation for Awilco Drilling. This info is topic to the disclosure necessities pursuant to part 5-12 of the Norwegian Securities Trading Act. This inventory change discover was revealed by Erik Jacobs, CEO, on the time and date offered.
The launch will not be for publication or distribution, in complete or partly straight or not directly, in or into Australia, Canada, Japan Hong Kong or the United States (together with its territories and possessions, any state of the United States and the District of Columbia). It is issued for info functions solely and doesn’t represent or type a part of any supply or solicitation to buy or subscribe for securities, within the United States or in every other jurisdiction. The securities talked about herein haven’t been, and won’t be, registered beneath the United States Securities Act of 1933, as amended (the “US Securities Act”). The securities might not be supplied or bought within the United States besides pursuant to an exemption from the registration necessities of the US Securities Act. Awilco Drilling doesn’t intend to register any portion of any providing of the securities within the United States or to conduct a public providing of the securities within the United States. Copies of this announcement will not be being made and might not be distributed or despatched into Australia, Canada, Japan, Hong Kong or the United States.
In any EEA Member State, this communication is barely addressed to and is barely directed at certified traders in that Member State throughout the which means of the Prospectus Regulation, i.e., solely to traders who can obtain the supply with out an accredited 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 revealed when securities are supplied to the general public (along with any relevant implementing measures in any EEA Member State.
This communication is barely being distributed to and is barely directed at individuals within the United Kingdom which are (i) funding professionals falling inside Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) excessive internet price entities, and different individuals to whom this announcement might lawfully be communicated, falling inside Article 49(2)(a) to (d) of the Order (all such individuals collectively being known as “related individuals”). This communication should not be acted on or relied on by individuals who will not be related individuals. Any funding or funding exercise to which this communication relates is offered just for related individuals and will probably be engaged in solely with related individuals. Persons distributing this communication should fulfill themselves that it’s lawful to take action.
The difficulty, subscription or buy of securities in Awilco Drilling is topic to particular authorized or regulatory restrictions in sure jurisdictions. Neither Awilco Drilling nor the Manager assumes any accountability within the occasion there’s a violation by any individual of such restrictions. The distribution of this launch might in sure jurisdictions be restricted by legislation. Persons into whose possession this launch comes ought to inform themselves about and observe any such restrictions. Any failure to adjust to these restrictions might represent a violation of the securities legal guidelines of any such jurisdiction.
The Manager is performing for Awilco Drilling and nobody else in reference to the potential Private Placement within the Company and won’t be accountable to anybody apart from the Company offering the protections afforded to their respective purchasers or for offering recommendation in relation to the Private Placement and/or every other matter referred to on this launch.
Forward-looking statements: This launch and any supplies distributed in reference to this launch might include sure forward-looking statements. By their nature, forward-looking statements contain threat and uncertainty as a result of they mirror Awilco Drilling’s present expectations and assumptions as to future occasions and circumstances that will not show correct. Various materials elements may trigger precise outcomes and developments to vary materially from these expressed or implied by these forward-looking statements.