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NorAm Drilling Company AS – Private Placement successfully completed
23 September 2022
NorAm Drilling Company AS (“NorAm” or the “Company”) refers to the announcement on 22 September 2022, regarding a contemplated private placement (the “Private Placement”) of new shares in the Company.
The bookbuilding period for the Private Placement was successfully completed today on 23 September 2022, raising gross proceeds of the NOK equivalent of USD 75 million with a final offer price of NOK 40 per share (the “Offer Price”). The board of directors of the Company (the “Board”) has resolved the conditional allocation and issuance of 19,670,000 new shares in the Private Placement (the “Offer Shares”). The Private Placement attracted strong interest from high-quality international institutional investors and was substantially oversubscribed.
The net proceeds from the Private Placement will, in combination with the Company’s available cash balance, be used to redeem the Company’s USD 80 million outstanding bond loan and facilitate significant dividend capacity going forward.
Pre-committing investors and primary insiders
The following pre-committing investors subscribed for and were allocated New Shares in the Private Placement:
• Geveran Trading Co. Ltd., a company indirectly controlled by trusts established by John Fredriksen for the benefit of his family, were allocated a total of 4,917,500 Offer Shares.
• Certain members of the Board and management (directly or indirectly), being primary insiders of the Company, were allocated a total of 91,608 Offer Shares.
Settlement
Notifications of allocation is expected to be sent to investors on 26 September 2022. The Offer Shares is expected to be settled by the Managers on a delivery-versus-payment basis (DvP) towards investors on or about 7 October 2022, subject to inter alia handling time with the Norwegian Register of Business Enterprises (“BRREG”). The Company and each of the Managers have entered into a pre-payment agreement in order to facilitate swift registration of the Offer Shares with the BRREG and the Norwegian Central Securities Depository (being Euronext Securities Oslo) and subsequent delivery of Offer Shares.
Following the issue of the Offer Shares, the Company will have a share capital of NOK 86,124,634 divided into 43,062,317 shares, each with a nominal value of NOK 2.
Listing
The Company has on 22 September 2022 applied for admission to trading of its shares on Euronext Growth Oslo (the “Listing”), a multilateral trading facility operated by Oslo Børs. Subject to approval of the application by Oslo Børs, the first day of trading on Euronext Growth Oslo is currently expected to take place on or about 7 October 2022.
In connection with the Listing, the shares currently trading on Euronext NOTC will be automatically delisted, and last day of trading on Euronext NOTC is expected to be on 6 October 2022.
Completion of the Private Placement
Completion of the Private Placement is subject to (i) the Company’s EGM resolving to allocate and issue the Offer Shares in line with the Board’s proposal; (ii) registration of the new share capital pertaining to the Offer Shares in the BRREG; (iii) the issuance of the Offer Shares in Euronext Securities Oslo (formerly known as the VPS); (iv) the Oslo Stock Exchange resolving to approve the Listing; and (v) the pre-funding agreement remaining unmodified and in full force and effect.
The Board has considered the structure of the contemplated Private Placement in light of the equal treatment obligations under the Norwegian Private Limited Companies Act, the Norwegian Securities Trading Act and the rules on equal treatment for companies listed on Euronext Growth Oslo and Oslo Børs’ guidelines on the rule of equal treatment, and is of the opinion that the proposed Private Placement is in compliance with these requirements. By structuring the transaction as a private placement, the Company will be in a position to raise capital in an efficient manner, with a lower discount to the current trading price and with significantly lower completion risks compared to a rights issue. In addition, the Private Placement was subject to marketing through a publicly announced bookbuilding process following a period of pre-sounding conducted by the Managers, and a market-based offer price was thus achieved. Further, it is foreseen that a large portion of the Private Placement will be subscribed by investors not currently being shareholders of the Company, which will widen and strengthen the Company’s shareholder base. On this basis and based on an assessment of the current equity markets, the Board has considered the Private Placement to be in the common interest of the Company and its shareholders. As a consequence of the private placement structure, the shareholders’ preferential rights to subscribe for the Offer Shares will be deviated from.
Stabilization
On behalf of the Managers, a market stabilization agreement (the “Brownshoe Agreement”) will be entered into as soon as practicably possible after completion of the Private Placement between Pareto Securities AS (in its capacity as stabilization manager, the “Stabilization Manager”), the Company and Geveran Trading Co. Ltd. (the “Brownshoe Provider”), the Stabilization Manager may (but will be under no obligation to), with a view to support the market price of the shares, engage in stabilization activities during a 30-day period commencing at the time of the Listing (the “Stabilization Period”), through buying shares in the Company on Euronext Growth Oslo, at prices equal to or lower than the Offer Price, up to an amount equal to 10% of the Offer Shares (the “Stabilization Shares”).
Pursuant to the Brownshoe Agreement and subject to the conditions therein, the Stabilization Manager has a put option toward the Brownshoe Provider of all Stabilization Shares purchased by the Stabilization Manager in the Stabilization Period at the volume weighted average purchase price.
Advisors
Pareto Securities AS and Fearnley Securities AS are acting as joint global coordinators and joint bookrunners in connection with the Private Placement (the “Managers”) and as Euronext Growth Advisors in relation to the Listing.
Advokatfirmaet Schjødt AS is acting as legal advisor to the Company in the Private Placement and Listing and Ro Sommernes advokatfirma DA is acting as legal advisor to the Managers in the Private Placement and Listing.
About NorAm
Through a wholly owned US-based subsidiary, NorAm Drilling owns and operates a high quality portfolio of eleven «Super Spec» advanced drilling rigs in the US market. These rigs have been upgraded to maximize drilling efficiency in the Permian Basin, which is the largest oil producing region in North America. Due to the modern high specification rigs and a track record with high drilling efficiency and safe operation for the customers,
NorAm Drilling was among the first land-drilling companies to have all rigs reactivated after the market disruption caused by Covid in 2020. NorAm Drilling has in its 15-year history established a solid foothold in US drilling market, with significant operating experience in Louisiana, New Mexico and Oklahoma but is now primarily focusing on the Permian Basin in Texas, where approximately 60% of the proven reserves in the U.S is located.
For more information visit www.noramdrilling.com.
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The information in this announcement is considered to be inside information pursuant to the EU Market Abuse Regulation for SDSD. This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock exchange notice was published by Marius Furuly, Director of Investor Relations and Strategy, on 23 September 2022 at around 22:00 CEST.
Important notice
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 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 (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 Company believe 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. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’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 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 the 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 the 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.
Neither the Managers nor any of its 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. Neither the Managers nor any of its affiliates accepts any liability arising from the use of this announcement.
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.