Dolphin Drilling AS: Contemplated Private Placement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 22 June 2023) Dolphin Drilling AS (the "Dolphin Drilling" or the "Company") has retained Arctic Securities AS, Clarksons Securities AS, DNB Markets, a part of DNB Bank ASA, Fearnley Securities AS and Pareto Securities AS as joint bookrunners (jointly, the "Managers") to advise on and effect a private placement of new shares (the "Offer Shares") raising the NOK equivalent of approximately USD 60 million (the "Private Placement"). The subscription price per Offer Share in the Private Placement is fixed at NOK 8,50 (the "Subscription Price").
The net proceeds to the Company from the Private Placement will be used to partially finance the acquisition of Paul B. Loyd Jr. and Transocean Leader (the "Transaction"), for working capital and other Transaction related costs, as well as for general corporate purposes.
The bookbuilding period for the Private Placement opens today at 16:30 CEST and closes on 23 June 2023 at 08:00 CEST (the "Application Period"). The Company reserves the right to shorten, close or extend the Application Period at any time and for any reason on short, or without notice. The minimum order size and allocation in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allocate Offer Shares for an amount below the NOK equivalent of EUR 100,000 to the extent applicable exemptions from relevant prospectus requirements are available.
Two of the Company's largest shareholders, Strategic Value Partners LLC ("SVP") and S.D. Standard ETC Plc ("SDS"), are supportive of the transaction and have pre-committed to subscribe for, and will be allocated, approx. USD 13 million and USD 7 million of the Private Placement, respectively. Certain members of the Company's management have pre-committed to subscribe for, and will be allocated, approx. USD 0.235 million in the Private Placement. The number of Offer Shares to be issued in the Private Placement and the allocation of the Offer Shares will be made at the sole discretion of the Company's board of directors (the "Board") in consultation with the Managers after expiry of the Application Period (subject to any shortening or extension).
The Offer Shares will be settled with existing and unencumbered shares in the Company that are already listed on Euronext Growth Oslo, pursuant to an agreement entered into between certain Managers, the Company, SVP and SDS (the "Agreement"). The shares delivered to the subscribers will thus be tradable upon delivery subject to conditions having been met.
Completion of the Private Placement by allocation and delivery of the Offer Shares to investors is subject to (i) the Board resolving to consummate the Private Placement and conditionally allocate the Offer Shares, (ii) approval by the Company’s extraordinary general meeting ("EGM") of the the Private Placement, the issue of the new A-shares and the share capital reduction; (iii) the Agreement remaining unmodified and in full force and effect, and (iv) binding agreements for the Transaction being validly entered into by the parties thereto, including signed letter of agreement to consent (on satisfaction of conditions) for sale of the rigs and novation by the counterparties to the drilling contracts.
Subject to the conditions being met the first day of trading on Euronext Growth Oslo of the Offer Shares is expected on or about 30 June 2023 and the settlement date of the Offer Shares is expected to be on or about 4 July 2023.
Subject to relevant approvals by the EGM, SVP and SDS have undertaken to use the full proceeds received from the settlement of the Private Placement, in addition to the consideration payable for Offer Shares allocated to SVP and SDS, to acquire new A-shares in the Company. The number of A-shares to be issued will be 1 A-share per 10 Offer Shares allocated in the Private Placement, but with 10 times the number of votes and economic benefits compared to the ordinary shares, and will be issued at a price per A-share equal to 10 times the price per Offer Share. The purpose is to enable the Company to complete the Private Placement at an Offer Price which is below the nominal value of the existing ordinary shares. All of the new A-shares will be converted into ordinary shares by way of a 1:10 share split as soon as practically possible (following completion of a share capital reduction by way of reducing the nominal value of the Company's shares). The conversion is expected to take place within an overall timeline of eight (8) weeks from the settlement date, including a 6 weeks' creditor notification period. Following such conversion, the new A-shares (as converted to ordinary shares) will rank pari passu with the other shares in the Company.
SVP, SDS and 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.
The Company may, subject to completion of the Private Placement and certain other conditions, decide to carry out a subsequent repair offering of new shares at the Subscription Price (the "Subsequent Offering") which, subject to applicable securities laws, will be directed towards existing shareholders in the Company as of 22 June 2023 (as registered in the VPS two trading days thereafter) who (i) were not included in the wall-crossing 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 launch of the Subsequent Offering, if carried out, will also be contingent on, inter alia, approval by the EGM, completion of the share capital reduction and publication of a prospectus.
The Board has considered the Private Placement in light of the equal treatment obligations under applicable regulations and is of the opinion that the waiver of the preferential rights inherent in a private placement, taking into consideration the time, costs and risk of alternative methods of the securing the desired funding, is in the common interest of the shareholders of the Company. The Board considers that although the Private Placement will imply a dilution of the existing shareholders of the Company, the existing shareholders, to the extent possible, will be given the opportunity to participate in, and be allocated shares in the Private Placement. Further, the subsequent repair offering, if implemented, will secure that eligible shareholders receive the opportunity to subscribe for new shares at the same subscription price as that applied in the Private Placement, and hence mitigate the effect of the Private Placement. Taking these factors into consideration, the Board is of the view that the Private Placement represent a balanced solution taking into account the equal treatment obligations under the Norwegian Private Limited Companies Act, and the rules of equal treatment set out in the Continuing Obligations for companies admitted to trading on Euronext Growth Oslo and Oslo Børs' guidelines on the rules of equal treatment.
Advisors:
Arctic Securities AS, Clarksons Securities AS, DNB Markets, a part of DNB Bank ASA, Fearnley Securities AS and Pareto Securities AS are acting as Managers for the Private Placement.
Advokatfirmaet Schjødt AS is acting as legal advisor to the Company and Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal advisors to the Managers.
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 stock exchange announcement was published by Ingolf Gillesdal, VP Corporate Finance and Investor Relations Dolphin Drilling AS on 22 June 2023 at the time set out in this notice on behalf of the Company.
For further information, please contact:
Ingolf Gillesdal, email: [email protected], tel: +47 920 45 320
Dolphin Drilling | www.dolphindrilling.com
Dolphin Drilling is a leading harsh environment drilling contractor for the offshore oil and gas industry. Dolphin Drilling owns a fleet of three high-technical standard 4th and 5th generation enhanced Aker H3 units, Borgland Dolphin, Blackford Dolphin, and Bideford Dolphin, operated by an experienced team with a strong operational track record. The company has offshore and onshore offices and operations in Norway, Scotland, Brazil, and Nigeria.
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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 U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.
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.