NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG,
SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, HONG KONG OR SOUTH AFRICA.
Reference is made to the stock exchange notice published on 25 September 2024
regarding a potential block sale of existing shares in Odfjell Drilling Ltd (the
“Company”) by Odfjell Partners Holding Ltd, which is ultimately controlled by
Helene Odfjell and family (the “Seller”), through an accelerated bookbuilding
process (the “Offering”).
The Seller has successfully sold 23,400,000 shares in the Company, which is
equal to approx. 9.76% of the Company’s outstanding shares, at NOK 50 per share,
for total gross proceeds of NOK 1.17 billion.
Following completion of the Offering, the Seller owns 119,552,381 shares in the
Company which is equal to approx. 49.85% of the Company’s outstanding shares,
and has thus fallen below the 50% disclosure threshold. The Seller has entered
into a 180-day customary lock-up with the Managers on the remaining shares in
the Company held by the Seller after the Offering. However, if the Company
decides to buy back its own shares during the Seller’s lock-up period the Seller
has the right to participate on a pro-rata basis.
The Seller is represented on the Company’s board of directors by board member
Helene Odfjell. Please refer to the attached notification of trading for further
details.
The Seller is committed to be the leading long-term shareholder in the Company
and remains a strong believer in the Company and the underlying offshore
drilling market. The purpose of the Offering from the Seller’s perspective is to
enhance the trading liquidity in the Company’s shares as well as to rebalance
and diversify the Seller’s portfolio.
The notification of allocation in the Offering is expected to be communicated on
or about 26 September 2024 (T) before 09:00 CEST. The settlement in the Offering
is expected to take place on or about 30 September 2024 on a delivery versus
payment basis (normal DVP T+2). The Offer Shares will be tradeable on Oslo Børs
from T.
The Seller will receive the net proceeds from the Offering. The Company will not
receive any proceeds from the Offering.
Fearnley Securities AS, Pareto Securities AS and SpareBank 1 Markets AS acted as
Managers in the Offering (the “Managers”). Arntzen de Besche Advokatfirma AS
acted as legal advisor to the Seller.
Important Notices:
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 its
securities in the United States or to conduct a public offering of securities in
the United States.
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 (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 “qualified investors” within the meaning of the
Prospectus Regulation as it forms part of English law by virtue of the European
Union (Withdrawal) Act 2018 and 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.
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. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Seller believes that these assumptions were reasonable
when made, these assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict and are beyond their control.
By their nature, forward-looking statements are subject to numerous factors,
risks and uncertainties that could cause actual outcomes and results to be
materially different from those projected. Readers are cautioned not to place
undue reliance on these forward-looking statements. Except for any ongoing
obligation to disclose material information as required by the applicable law,
the Seller does not have any intention or obligation to publicly update or
revise any forward-looking statements after they distributes this announcement,
whether to reflect any future events or circumstances or otherwise.
Neither the Managers nor any of their respective affiliates make 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.
Each of the Managers is acting for the Sellers only in connection with the
Offering and no one else, and will not be responsible to anyone other than the
Sellers for providing the protections offered to clients nor for providing
advice in relation to the Offering, the contents of this announcement or any
transaction, arrangement or other matter referred to in this announcement.
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
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.