Dolphin Drilling AS: Preliminary results in the subsequent offering
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, 13 September 2023
Reference is made to the stock exchange announcement published by Dolphin Drilling AS (the "Company") (ticker code: DDRIL) on 29 August 2023 regarding the launch of a subsequent offering (the "Subsequent Offering") of up to 11,100,000 new shares in the Company (the "Offer Shares") at a subscription price of NOK 7.50 per share.
The subscription period for the Subsequent Offering ended today, 13 September 2023 at 16:30 hours (CEST). By the end of the subscription period, the Company had received valid subscriptions for approximately 11,100,000 Offer Shares in the Subsequent Offering. The final allocation of the Offer Shares is expected to be resolved by the Company on or about 14 September 2023, in accordance with the allocation criteria set out in the prospectus dated 28 August 2023. The final results of the Subsequent Offering will be published shortly thereafter in a separate announcement. Notifications of allocated Offer Shares in the Subsequent Offering and the corresponding amount to be paid by each subscriber will be distributed on or about 14 September 2023.
The due date for payment of the Offer Shares is on or about 18 September 2023. Subject to due payment of the Offer Shares by the subscribers, the share capital increase relating to the Subsequent Offering is expected to be registered with the Norwegian Register of Business Enterprises on or about 22 September 2023 and the Offer Shares will thereafter be delivered to the VPS accounts of the subscribers to whom they are allocated, expected on or about 25 September 2023. First day of trading of the Offer Shares on Euronext Growth Oslo is expected on or about 25 September 2023. A separate announcement will be made when the share capital increase has been registered.
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 (the "Managers") in the Subsequent Offering.
Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.
This information is subject to a duty of disclosure pursuant to the Company's continuing obligations as a company listed on Euronext Growth Oslo and the EU Market Abuse Regulation.
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 employees, and onshore locations in Norway, Scotland, Brazil, and Nigeria.
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. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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 or their securities 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 expression "Prospectus Regulation" means Regulation 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 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 information contained in this announcement speaks only as at its date, and is subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any of the content of this announcement.
Neither of the Company, 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 in the Company. Neither the Company, the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.