Dolphin Drilling AS: Registration of prospectus and launch of 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, 29 August 2023) Reference is made to the stock exchange announcement published by Dolphin Drilling AS (the "Company") (ticker: DDRIL) on 22 June 2023 regarding the successful private placement of 84,471,200 new shares in the Company (the "Private Placement") and the contemplated 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 Price").
Reference is also made to the stock exchange announcement made on 30 June 2023 where the Company announced that the extraordinary general meeting (the "EGM") had resolved to grant the board of directors (the "Board") an authorization to increase the Company's share capital by up to NOK 111,000,000 in connection with the Subsequent Offering (as reduced to NOK 11,100,000 in connection with the completion of the share capital reduction).
The Company has submitted a national prospectus dated 28 August 2023 (the "Prospectus") for registration with the Norwegian Register of Business Enterprises ("NRBE") in accordance with section 7-8 of the Norwegian Securities Trading Act. Neither the Financial Supervisory Authority of Norway nor any other public authority has carried out any form of review, control, or approval of the Prospectus. This Prospectus does not constitute an EEA-prospectus.
The Prospectus will be made available electronically at the following websites: www.arctic.com/secno/en/transactions, https://securities.clarksons.com/Investment-Banking/Corporate-Finance/Transactions (https://eur03.safelinks.protection.outlook.com/?url=https%3A%2F%2Fsecurities.clarksons.com%2FInvestment-Banking%2FCorporate-Finance%2FTransactions&data=05%7C01%7CMathea.Thorstensen%40schjodt.com%7C4f685410bdb04db3292208dba55fd69d%7C4651385ecc6244a7bde5dbda3fc721be%7C0%7C0%7C638285603263658455%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=R63c3qa4F8rxeakAjAheNWf3KI%2FgclfhjqJHFBwpK5o%3D&reserved=0), www.dnb.no/emisjoner, https://transaksjoner.fearnleysecurities.com (https://eur03.safelinks.protection.outlook.com/?url=https%3A%2F%2Ftransaksjoner.fearnleysecurities.com%2F&data=05%7C01%7CMathea.Thorstensen%40schjodt.com%7C8873acb735124984378608dba55962aa%7C4651385ecc6244a7bde5dbda3fc721be%7C0%7C0%7C638285575549937420%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=jn%2BRARwniwfZsvvIq%2FBVDIxO4gpyh4pOWJbcRjJanYI%3D&reserved=0) or www.paretosec.com/updates/transactions prior to the commencement of the Subscription Period (as defined below), expected on or about 30 August 2023.
The Subsequent Offering:
The Subsequent Offering comprises the offer of up to 11,100,000 Offer Shares in the Company, each with a nominal value of NOK 1.00, at a subscription price of NOK 7.50 per share, with gross proceeds of up to approximately NOK 83 million.
The Subsequent offering will, subject to applicable securities law, be directed towards shareholders in the Company as of 22 June 2023, as registered with the VPS on 26 June 2023 (the "Record Date"), who (i) were not included in the wall-crossing phase of the Private Placement, (ii) were not allocated shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offer would be illegal or would (in jurisdictions other than Norway) require the issuance of a prospectus, registration or other similar action (the ʺEligible Shareholdersʺ).
Each Eligible Shareholder will receive 0.567032 non-tradeable subscription rights (the "Subscription Rights") for each share held by such Eligible Shareholder in the Company as of the Record Date, rounded down to the nearest whole right. Each Subscription Right will, subject to applicable securities laws, give the preferential right to subscribe for, and be allocated, one (1) Offer Share in the Subsequent Offering. Over-subscription by Eligible Shareholders having received subscription rights will be permitted; however, there can be no assurance that Offer Shares will be allocated for such subscriptions. Subscription without subscription rights will not be permitted.
The subscription period for the Subsequent Offering will commence on 30 August 2023 at 09:00 (CEST) and will expire on 13 September 2023 at 16:30 (CEST) (the "Subscription Period").
In order to subscribe for shares, the Managers (as defined below) must receive a complete and duly signed subscription form or, in the case of online subscriptions, be registered by the expiry of the Subscription Period. Further instructions regarding the subscription procedure are available in the Prospectus. Subscriptions may only be made on the basis of the Prospectus. Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder.
The due date for payment of the Offer Shares is on or about 18 September 2023 (the "Payment Dateʺ). The Offer Shares will, after registration of the share capital increase in NRBE pertaining to the Offer Shares and when issued, be registered in the VPS in book-entry form and are expected to be delivered to the applicant's VPS account on or about 25 September 2023 subject to timely registration of the share capital increase with the Norwegian register of business enterprises.
Notifications of allocated Offer Shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed on or about 14 September 2023.
Trading in the Offer Shares on Euronext Growth Oslo is expected to commence on or about 25 September 2023, under the ticker code ʺDDRILʺ.
The completion of the Subsequent Offering is subject to (i) the Board resolving to approve the Subsequent Offering and issue the Offer Shares, (ii) duly payment of the Offer Shares by the subscribers, (iii) registration of the share capital increase pertaining to the Subsequent Offering with the NBRE, and (iv) issuance and delivery of the Offer Shares to the subscribers in the VPS.
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 4[th] and 5[th] 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, Nigeria, and Mexico.
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 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 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.