NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN
The net proceeds to the Company from the Private Placement will be used to secure adequate runway towards having 3 out of the 4 rigs back in operation as well as to provide the Company with contingency related to uncertainty pertaining to (i) the outstanding receivables from
Two of the Company's largest shareholders, being investment funds managed, directly or indirectly by
The Private Placement will be directed towards selected Norwegian and international investors (a) outside
Applications
The application period for the Private Placement opens today at
The minimum order size and allocation in the Private Placement will be the NOK equivalent of
Allocation and settlement
Allocation of
The Private Placement will be divided into two tranches. Tranche 1 of the Private Placement ("Tranche 1") will consist of 48,644,708
Settlement in the Private Placement is expected to take place as follows:
- Settlement of the T1
Offer Shares is expected to take place on15 April 2024 (for applicants other than SVP and SDS). The T1Offer Shares will be settled on a delivery-versus-payment ("DvP") basis with existing and unencumbered shares in the Company that are already listed on Euronext Growth Oslo, to be borrowed from SVP and SDS (in their capacity as such, the "Share Lenders") by the Managers pursuant to a share lending agreement entered into between the Managers, the Company and the Share Lenders (the "Share Lending Agreement"). The share loan will be settled with new shares (equal to the number of T1Offer Shares ) in the Company to be resolved issued by the Board pursuant to the Board Authorization. The Offer Shares in Tranche 1 will be tradeable from notification of allocation to applicants, expected on or about11 April 2024 .
-
Settlement of the T2
Offer Shares to applicants is expected to take place within two trading days following completion of the EGM (as referred to below) (for applicants other than SVP and SDS). The T2Offer Shares will be settled on a DvP basis with existing and unencumbered shares in the Company that are already listed on Euronext Growth Oslo pursuant to the Share Lending Agreement. Settlement vis-à-vis applicants in Tranche 2 is subject to (inter alia) a resolution by an extraordinary general meeting of the Company, expected to be summoned shortly and to be held before end of April (the "EGM"), to issue the T2Offer Shares .
Completion of Tranche 1 in the Private Placement is subject to a resolution by the Board to consummate the Private Placement, including to allocate the Offer Shares (conditionally in respect of Tranche 2) and issue the T1
As the number of shares allocated in the Private Placement will exceed 48,644,708, which is the maximum number of shares available under the Board Authorization, it is expected that the Board will convene the EGM to approve the issuance of the T2
Lock-ups
SDS as well as certain primary insiders of the Company have entered into customary lock-up arrangements with the Managers that, subject to customary exceptions, will restrict their ability to, without the prior written consent of the Managers, issue, sell or dispose of shares, as applicable, for a period of 180 days after the date hereof. SVP has agreed to a 6 month' lock-up for 83% of shares held by funds under its management (subject to customary exclusions). For the remaining approx.10,2 million shares, they are due to certain considerations applicable to one or more of their investment funds that are shareholder(s) unable to enter into a lock-up. SVP are subscribing for
Potential subsequent repair offering
The Board has considered the structure of the contemplated Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act and the rules on equal treatment under Euronext Growth Rule Book II and the
Notwithstanding the above, the Company reserves the right, subject to completion of the Private Placement, to carry out a customary subsequent offering of new shares at the Offer Price. Any such subsequent offering, if applicable and subject to applicable securities laws, will be directed towards existing shareholders in the Company as of
Company trading update:
Following a continued assessment of the Receivables balances at 2023, a provision for impairment against the GHL outstanding amount is currently being considered by the Company and its auditor. The cost booked to the P&L is partially offset by taxes which will not crystallize if the debt is unpaid. Future cash receipt from GHL will result in reversal of any such impairment (positive P&L impact). The assessment of how 2024 revenue is recognised is ongoing. The final 2023 position is yet to be fully audited. Three scenarios are anticipated; provision of the 2023 position 1) in full (
Advisors
Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act.
This
For further information, please contact:
Ingolf Gillesdal, email: ingolf.gillesdal@dolphindrilling.com, tel: +47 920 45 320
Important information: 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 the Company. 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.
The securities referred to in this announcement have not been and will not be registered under the
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 "Prospectus Regulation" means Regulation (EU) 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
The issue, subscription or purchase of shares or other financial instruments in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume 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.
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. Any forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Such assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict. 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. The Company does not make any guarantee that the assumptions underlying any 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 any forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake 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.
This announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Managers 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 of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation as implemented in any Member State.
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