Sevan Drilling : Sevan Drilling ASA: Raises NOK 987.5 Million in a Private
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
Oslo, 15 January 2013
Reference is made to stock exchange announcement from Sevan Drilling ASA (the
"Company", ticker "SEVDR") dated 14 January 2013 regarding the contemplated
private placement of shares in the Company. The Company hereby announces that
it has raised NOK 987.5 million in gross proceeds through a private placement
of 250,000,000 shares, each with a par value of NOK 1 at a price of NOK 3.95
per share (the "Private Placement").
The Private Placement took place as an accelerated bookbuilding process and
was managed by Pareto Securities AS and Swedbank First Securities
(collectively referred to as the "Joint Bookrunners") as joint lead managers
and joint bookrunners and Carnegie as co-manager. Rothschild is acting as
financial adviser to the Company.
The Private Placement was oversubscribed at the subscription price and was
supported by existing shareholders, as well as new institutional investors.
The net proceeds to the Company from the Private Placement will be used as
follows: (i) USD 40 million in payment of deferred liabilities and CAPEX, (ii)
USD 35 million in pre-payment of bank debt and, and (iii) for general
Notification of conditional allotment and payment instructions for the Private
Placement will be sent to the applicants on or about 15 January 2013 through a
notification to be issued by the Joint Bookrunners.
The completion of the Private Placement remains conditional upon the following
oapproval of the Private Placement and the Subsequent Offering (as defined
below) by an Extraordinary General Meeting of the Company, expected to be
held on or about 6 February 2013;
opayment being received for the shares to be issued in the Private
oregistration of the share capital increase in the Company pursuant to the
Private Placement in the Norwegian Register of Business Enterprises; and
oexecution of amendment agreements with the Sevan Driller and Sevan Brasil
bank syndicates on terms in all material respects as agreed and described
in the Private Placement materials.
Subject to fulfilment of the above conditions, payment for the allocated
shares is expected to take place on or about 8 February 2013. The shares to be
issued are expected to be delivered to investors and be tradable on or about
13 February 2013. In the event that the prospectus for listing of the new
shares in the Private Placement is not approved by the Norwegian Financial
Supervisory Authority and published upon issuance of the new shares, the new
shares will be assigned a separate securities number (ISIN) and, pending
approval and publication of such prospectus, not be listed or tradable on Oslo
Børs. The prospectus is expected to be published as soon as it is approved by
the Norwegian Financial Supervisory Authority.
Subject to completion of the Private Placement and the registration of the
share capital increase pertaining thereto with the Norwegian Register of
Business Enterprises, the Company will have an issued share capital of NOK
586,625,000 divided into 586,625,000 shares, each with a nominal value of NOK
The Board of Directors further proposes to conduct a subsequent repair
offering of up to 37,500,000 new shares at NOK 3.95 per share potentially
raising gross proceeds of up to NOK 148,125,000 (the "Subsequent Offering").
The Company's shareholders as of 14 January 2013 (as documented by the
shareholder register in the VPS as of 17 January 2013), and who 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, will receive non-transferable subscription rights based on
their shareholding as of that date. Shareholders holding 300,000 shares or
more as of 14 January 2013 and shareholders allocated shares in the Private
Placement will not be eligible to participate in the Subsequent Offering.
Funds which are under management by the same company, group of companies, fund
manager(s) or similar may be treated as one shareholder when applying these
limitations. The shares in the Company will trade excluding the right to
participate in the Subsequent Offering from today, 15 January 2013.
The Company's main shareholder Seadrill Ltd was allocated 81,828,500 shares in
the Private Placement. After the completion of the Private Placement Seadrill
Ltd will hold 177,828,500 shares in the Company, equivalent to approximately
30.31 percent of the share capital.
* * * * *
For further information, please contact:
Scott Kerr, CEO (+47 992 83 890)
Jon Wilmann, CFO (+47 905 60 406)
* * * * *
This press release does not constitute or form part of an offer or
solicitation to purchase or subscribe for securities in the United States. The
securities referred to herein may not be offered or sold in the United States
absent registration or an exemption from registration as provided in the U.S.
Securities Act of 1933, as amended. The Company does not intend to register
any portion of the 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
the Australia, Canada, Japan or the United States.
Certain statements contained herein that are not statements of historical
fact, may constitute forward-looking statements. Forward-looking statements
involve known and unknown risks, uncertainties and other factors that could
cause the actual results or events concerning the Company to be materially
different from the historical results or from any future results expressed or
implied by such forward-looking statements. Although the Company has attempted
to identify important factors that could cause actual events or results to
differ from those described in forward-looking statements contained herein,
there can be no assurance that the forward-looking statements will prove to be
accurate as actual future events could differ materially from those
anticipated in such statements. Except as may be required by applicable law or
stock exchange regulation, the Company undertakes no obligation to update
publicly or release any revisions to these forward-looking statements to
reflect events or circumstances after the date of this document or to reflect
the occurrence of unanticipated events.
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
This announcement is distributed by Thomson Reuters on behalf of Thomson
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
information contained therein.
Source: Sevan Drilling via Thomson Reuters ONE
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