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Odfjell Drilling Ltd. (“Odfjell Drilling” or the “Company”, OSE: ODL) is
contemplating spinning off its Well Services and Energy segments (the “Spin
Off”) into a newly established company, Odfjell Technology Ltd. (“OTL” or
“Odfjell Technology”), and to list the shares in OTL on the Oslo Stock Exchange
(the “Listing”).
The Spin Off enables all parts of the business to think beyond their existing
core activities, capabilities, markets, and competitive environment to evolve
and strengthen their position to meet the needs of customers in the energy
transition phase and towards the anticipated increasing activity levels in the
global oil & gas industry.
During the last years’ downturn in oil & gas, the Company and OTL’s component
parts have through this cycle delivered resilient operational and financial
performance. Combined with the favourable underlying drivers and market outlook
for both companies, the Spin Off is part of the Company’s strategy to create
further shareholder value. With an inherent commitment in the Company to
safeguard the environment and pursue adjacent opportunities within energy
transition, the Spin Off will enable increased focus in OTL on innovation and
development of new services, technologies and products required in the energy
transition, offering reduced emissions for customers through e.g., increased
drilling efficiencies and by applying new technology. In addition, OTL will seek
to further expand into green ventures, such as the current investment in Odfjell
Oceanwind. OTL will seek to leverage its industrial heritage, specialist
competence and long relationships from the offshore oil & gas industry to serve
new energy markets in marine environment with mission critical equipment and
services.
The Spin Off businesses comprise of the Company’s current Well Services and
Energy segments. The Energy segment consists of platform drilling and
engineering & projects, as well as a 21% ownership in Odfjell Oceanwind, a
company focused on developing mobile offshore wind units providing flexible
energy solutions to offshore infrastructure. Prior to executing the Spin Off,
an internal reorganisation will be carried out and the relevant Well Services
and Energy companies will become subsidiaries of OTL. Subject to completion of
the Spin Off, the management of Odfjell Technology is expected to consist of
Simen Lieungh (CEO), Jone Torstensen (CFO), George Taggart (EVP Well Services)
and Elisabeth Haram (EVP Drilling Operations and Engineering), and the initial
board of directors is expected to consist of Helene Odfjell, Alasdair Shiach,
Susanne Munch Thore and one additional director to be announced at a later
stage.
Following the Spin Off, Odfjell Drilling will continue to be the leading harsh
environment offshore drilling company, providing superior and robust operational
performance building long term client relationships in complex operational
environments. Furthermore, Odfjell Drilling and Odfjell Technology will
collaborate closely through strategic frame agreements to provide fully
integrated services as valued by its clients. Odfjell Drilling has four fully
owned high specification harsh environment semi-submersible drilling units,
Deepsea Atlantic, Deepsea Stavanger, Deepsea Aberdeen and Deepsea Nordkapp. In
addition, and on the back of the strong operational track record and marketing
excellence in securing work, Odfjell Drilling now has a total of three harsh
environment semi-submersible drilling units under marketing and management
services, namely Deepsea Yantai, West Mira and West Bollsta. With an improving
offshore drilling market, the contemplated Spin Off will simplify the corporate
and capital structure, increase management focus, and allow for additional
strategic flexibility whilst evaluating accretive growth opportunities.
Simen Lieungh, CEO of Odfjell Drilling AS, commented:
“Odfjell Drilling has through our people and assets demonstrated a strong track
record for delivering safe, efficient and high-quality operations to our
clients. Splitting the MODU and services segments into two groups, allows us
greater flexibility to proactively respond to the changes and opportunities
facing the industry. We strongly believe that the timing for this is good as the
company is financially healthy and prepared to stand alone as two separate
entities. Increased management focus within Odfjell Technology Ltd will further
allow those segments to think beyond their existing core services and evolve for
the future. We are excited about this next chapter in the Odfjell Drilling story
and the possibilities it will bring.”
In connection with the Spin Off, Odfjell Technology intends to issue 4-year,
senior secured bonds (the “Bond Issue”) through a private placement. The net
proceeds from the Bond Issue will, together with a new USD 25 million super
senior revolving credit facility, be used to carry out the internal
reorganisation and to repay the existing USD 150 million credit facility related
to the Well Services and Energy segments.
The shares in Odfjell Technology, in its entirety, are expected to be
distributed to the shareholders in the Company and admitted for trading on the
Oslo Stock Exchange in Q1 2022 subject to certain conditions. These include a
successful Bond Issue and other customary closing conditions ; the Oslo Stock
Exchange approving the Listing ; and Odfjell Technology satisfying the relevant
conditions for such Listing (including the publication of a listing prospectus
to be approved by the Norwegian Financial Supervisory Authority). It is not
contemplated to carry out any public offering of shares in Odfjell Technology in
connection with the Listing. No assurance can currently be given that the Spin
Off and the Listing will be completed.
Global investor call
Odfjell Drilling will hold an investor call on the Spin Off at 15:00 p.m. CET
today, and open for Q&A. Participants must register in advance to DNB Markets
Corporate Access on ca@dnb.no, to receive the link and dial-in details to join.
Advisers
Following a successful Bond Issue, the Company will engage DNB Markets and
Danske Bank, Norwegian Branch as joint global coordinators (the “Joint Global
Coordinators”) in relation to the Spin Off and Listing.
Advokatfirmaet Thommessen AS is acting as legal counsel to the Company and
Odfjell Technology in connection with the Spin Off and the Listing.
Further announcements relating to the Listing and Bond Issue will be made as
applicable and in due course.
For further queries, please contact:
Gillian Basson, Corporate Secretary
+44 (0)7796 547889
gbas@odfjelldrilling.com
Aberdeen, United Kingdom
31 January 2022
Odfjell Drilling Ltd.
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 Gillian Basson, Corporate Secretary, Odfjell
Drilling Ltd. on 31 January 2022 at 07:30 (CET).
Important Notice:
These materials do not constitute or form a part of any offer of securities for
sale or a solicitation of an offer to purchase securities of Odfjell Drilling
Ltd. or Odfjell Technology Ltd. (each, an “Issuer”) in the United States or any
other jurisdiction. The securities of the Issuer may not be offered or sold in
the United States absent registration or an exemption from registration under
the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The
securities of the Issuer have not been, and will not be, registered under the
U.S. Securities Act. Any sale in the United States of the securities mentioned
in this communication will be made solely to “qualified institutional buyers” as
defined in Rule 144A under the U.S. Securities Act. No public offering of the
securities will be made 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
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression “EU
Prospectus Regulation” means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (together with any applicable
implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are 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) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as “Relevant Persons”). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to 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.
This statement contains certain forward-looking statements concerning future
events, including possible issuance of equity securities of the Issuer.
Forward-looking statements are statements that are not historical facts and may
be identified by words such as “anticipate”, “believe”, “continue”, “estimate”,
“expect”, “intends”, “may”, “should”, “will” 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 Issuer
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 its control. Actual events may differ significantly from
any anticipated development due to a number of factors, including without
limitation, changes in investment levels and need for the Issuer’s services,
changes in the general economic, political and market conditions in the markets
in which the Issuer operates, the Issuer’s ability to attract, retain and
motivate qualified personnel, changes in the Issuer’s ability to engage in
commercially acceptable acquisitions and strategic investments, and changes in
laws and regulation and the potential impact of legal proceedings and actions.
Such risks, uncertainties, contingencies, and other important factors include,
but are not limited to, the possibility that we will determine not to, or be
unable to, issue any equity securities, and could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. Accordingly, there is no guarantee that the Listing
will occur.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date and are subject to change without notice.
Each of the Issuer, the Joint Global Coordinators and their respective
affiliates expressly disclaims any obligation or undertaking to update, review
or revise any statement contained in this announcement whether because of new
information, future developments or otherwise.
The Joint Global Coordinators are, or will be, acting exclusively for the Issuer
and no one else and will not be responsible to anyone other than the Issuer 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 Joint Global Coordinators 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. 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 Issuer. Neither the Joint
Global Coordinators nor any of their respective affiliates accepts any liability
arising from the use of this announcement.
Certain figures contained in this document, including financial information, may
have been subject to rounding adjustments. Accordingly, in certain instances,
the sum or percentage change of the numbers contained in this document may not
conform exactly with the total figure given.
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. Specifically, neither this announcement nor
the information contained herein is for publication, distribution, or release,
in whole or in part, directly or indirectly, in or into or from the United
States (including its territories and possessions, any State of the United
States and the District of Columbia), Australia, Canada, Hong Kong, Japan or any
other jurisdiction where to do so would constitute a violation of the relevant
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should inform themselves about and observe any such restriction. Any failure to
comply with these restrictions may constitute a violation of the securities laws
of any such jurisdiction.