NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S.
NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION
OR RELEASE WOULD BE UNLAWFUL.
Reference is made to the stock exchange announcement by Odfjell Drilling Ltd.
(“Odfjell Drilling”, OSE: ODL) and Odfjell Technology Ltd (“Odfjell Technology”,
OSE: OTL) on 1 March 2022 regarding completion of the internal reorganisation
whereby the relevant Well Services and Energy companies became subsidiaries of
Odfjell Technology, and the announcement on 23 February 2022 regarding Odfjell
Technology’s application for admission to trading on the Oslo Stock Exchange
(the “Listing”).
The Oslo Stock Exchange has today approved Odfjell Technology’s application for
Listing conditional upon Odfjell Technology obtaining a minimum of 500
shareholders, each holding shares with a value of more than NOK 10,000, and
there being a minimum free float of the shares of 21.9%. Odfjell Drilling and
Odfjell Technology expect that these conditions will be fulfilled through the
distribution of the shares in Odfjell Technology to the shareholders in Odfjell
Drilling as further described below. The Listing is expected to occur on or
about 29 March 2022, subject to timely publication of a prospectus (the
“Prospectus”) approved by the Norwegian Financial Supervisory Authority and
satisfaction of the conditions set for the Listing by the Oslo Stock Exchange.
No assurance can at this stage be given that the conditions for Listing will be
satisfied in time or at all. The Oslo Stock Exchange has furthermore approved
Odfjell Technology’s application for listing of its bond issue with ISIN NO 001
2439480, also subject to final approval and publication of the Prospectus. The
listing of the bonds is expected to occur on or about 29 March 2022.
The board of directors of Odfjell Drilling has today resolved a distribution in
specie of up to 39,463,867 shares in Odfjell Technology (“OTL Shares”) held by
Odfjell Drilling to the shareholders of Odfjell Drilling holding common shares
of Odfjell Drilling as at the close of trading on the Oslo Stock Exchange on 24
March 2022 (and being registered as such in the Norwegian Central Securities
Depository (the “VPS”) as at the expiry of business on 28 March 2022 pursuant to
the VPS’ standard two days’ settlement procedure) (the “Record Date”). The
Odfjell Drilling shareholders will receive one OTL Share for every six common
shares held in Odfjell Drilling as of the Record Date, rounded down to the
nearest whole share. The distribution is subject to satisfaction of the
conditions for Listing set by the Oslo Stock Exchange.
Any OTL Shares that are not distributed due to the downwards rounding will be
kept by Odfjell Drilling. Since fractions of shares represent a small value
compared to the cost of distributing a cash compensation for such fractions,
these will not be compensated through cash payments to the affected
shareholders. The shares in the Company are expected to be delivered to the VPS
accounts of the relevant Odfjell Drilling shareholders on or about 29 March
2022.
Alasdair Shiach and Susanne Munch Thore have tendered their resignations from
the board of directors of Odfjell Drilling with effect from the Listing.
Further, Helene Odfjell has tendered her resignation as the Chairperson of board
of directors of Odfjell Drilling with effect from the Listing, but will stay on
as a regular board member in Odfjell Drilling. Simen Lieungh has today been
appointed as Chairperson of the board of directors of Odfjell Drilling with
effect from Listing. Hence, provided that Listing occurs and with effect from
such time, the board of directors of Odfjell Drilling will consist of the
following persons ; Simen Lieungh (chair), Helene Odfjell, Thomas Marsoner and
Harald Thorstein, and the board of directors of Odfjell Technology will consist
of the following persons ; Helene Odfjell (chair), Susanne Munch Thore, Alasdair
Shiach and Victor Vadaneaux.
Following Simen Lieungh’s appointment as CEO and Jone Torstensen’s appointment
as CFO in Odfjell Technology, Kjetil Gjersdal has been appointed as new CEO, and
Frode Skage Syslak as new CFO of Odfjell Drilling, with effect from the Listing.
Odfjell Drilling has two classes of shares: common shares and preference shares,
of which only the common shares are listed. The preference shares are held by
Akastor AS (“Akastor”), do not carry any voting rights and entitles Akastor to a
preferred dividend payment. Odfjell Drilling has also issued warrants for
5,925,000 ordinary shares to Akastor, which remain exercisable in six equal
tranches from 2019 to 2024. The preference shares and the warrants are regulated
by a preference share investment agreement and a warrant investment agreement,
both entered into on 27 April 2018. In connection with the contemplated Listing,
a separate amendment agreement to these agreements has been entered into,
pursuant to which it has been agreed with Akastor that the preference shares and
the warrants shall remain in Odfjell Drilling in full upon the distribution of
the OTL Shares, and hence no such preference shares or warrants will be issued
by Odfjell Technology. The strike price and number of warrants shall following
completion of the distribution of the OTL Shares be adjusted in accordance with
the original warrant investment agreement based on the relative value of ODL and
OTL after the distribution to be calculated on the basis of the average market
capitalization of ODL and OTL during the first 30 trading days of the OTL Shares
on the Oslo Stock Exchange.
This information is subject to the disclosure requirements of the Oslo Stock
Exchange pursuant to Oslo Rule Book II – Issuer Rules.
For further queries, please contact:
Gillian Basson, Corporate Secretary
+44 (0)7796 547889
gbas@odfjelldrilling.com
Aberdeen, United Kingdom
23 March 2022
Odfjell Drilling Ltd.
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 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.
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
laws of such jurisdiction. The publication, distribution or release of this
announcement may be restricted by law in certain jurisdictions and persons into
whose possession any document or other information referred to herein comes
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.