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, 10 April 2024) Reference is made to the stock exchange announcement made by Dolphin Drilling AS ("Dolphin Drilling" or the "Company") on 10 April 2024 regarding the successful private placement of 72,000,000 new shares in the Company , each with a par value of NOK 1.00, at a subscription price of NOK 6 per share (the "Subscription Price"), raising gross proceeds of the NOK equivalent of USD 40 million (the "Private Placement"), and a potential subsequent offering of up to 10,000,000 new shares, each with a par value of NOK 1.00 (the "Subsequent Offering Shares") at the Subscription Price (the "Subsequent Offering").
The Company has resolved to carry out the Subsequent Offering. The Subsequent Offering will consist of up to 10,000,000 Subsequent Offering Shares which, subject to applicable securities law, will be directed towards existing eligible shareholders in the Company as of 10 April 2024 (as registered in the VPS two trading days thereafter) (the "Record Date")) who (i) were not allocated Shares in the Private Placement, and (ii) 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.
Completion of the Subsequent Offering will, inter alia, be subject to (i) all relevant corporate resolutions being made, including approval by the extraordinary general meeting expected to be
summoned shortly and to be held before end of April; (ii) prevailing market price of the Company's shares, including the price of the Company's shares not trading below the offer price in the Subsequent Offering over a period with sufficient liquidity, and (iii) the publication of an offering prospectus. The subscription period for the Subsequent Offering is expected to commence as soon as possible following the fulfilment of the conditions set out above.
Whether or not the Subsequent Offering will ultimately take place, will depend inter alia on the development of the price of the shares in the Company after completion of the Private Placement. The Subsequent Offering may be cancelled or discontinued at the discretion of the Company, in cooperation with the Managers, if the shares of the Company trade at or below the Subscription Price at meaningful volumes, which will imply that eligible shareholders have had the opportunity to limit dilution by acquiring listed shares in the secondary market at price levels at or below the Subscription Price.
In accordance with the continuing obligations of companies listed on Euronext Growth Oslo, the following key information is given with respect to the Subsequent Offering:
- Date on which the terms and conditions of the repair issue were announced: 10 April 2024
- Last day including right: 10 April 2024
- Ex-date: 11 April 2024
- Record date: 12 April 2024
- Maximum number of new shares: 10,000,000 new shares
- Subscription price: NOK 6
Advisors
Arctic Securities, Clarksons Securities AS and DNB Markets, a part of DNB Bank ASA, are acting as joint bookrunners and managers (the "Managers").
Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.
For further information, please contact:
Ingolf Gillesdal, email: ingolf.gillesdal@dolphindrilling.com, 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 four high technical standard 4th and 5th generation enhanced Aker H3 and H4 units, Borgland Dolphin, Blackford Dolphin, Paul B. Loyd, Jr. and Dolphin Leader 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.
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.
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 investments 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 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.