Share Issue/Capital Change • Mar 11, 2019
Share Issue/Capital Change
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Awilco Drilling PLC: Key information relating to the Subsequent Offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN 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.
Reference is made to the stock exchange release by Awilco Drilling Plc (the
"Company") on 8 March 2019 regarding the successfully completed private
placement (the "Private Placement"). The Board of Directors of the Company
intends to carry out a subsequent offering of up to 800,000 new shares in the
Company (the "Offer Shares") for gross proceeds of up to approximately USD 3
million (~NOK 25.4 million) (the "Subsequent Offering").
The Subsequent Offering will, on the basis of a prospectus approved by the
Norwegian Financial Supervisory Authority, expected to be launched in May 2019,
be directed towards shareholders who (i) are shareholders in the Company as of
8 March 2019, as registered as shareholders in the Company's register of
shareholders with the Norwegian Central Securities Depositary (Nw.
Verdipapirsentralen) (the "VPS") as of expiry of 12 March 2019 (the "Record
Date"), (ii) were not allocated shares in the Private Placement, and (iii) are
not resident in a jurisdiction where such offering would be unlawful or, for
jurisdictions other than Norway, would require any prospectus, filing,
registration or similar action (the "Eligible Shareholders"). The Eligible
Shareholders will be granted non-transferable subscription rights based on their
shareholding in the Company as of the Record Date.
The subscription price in the Subsequent Offering is NOK 31.80 per Offer Share,
being the same as the subscription price in the Private Placement. The
subscription period in the Subsequent Offering will commence shortly after
publication of the prospectus (expected in May 2019).
The following key information is given with respect to the Subsequent Offering:
Date of announcement of terms of Subsequent Offering: 11 March 2019
Last day including right to receive subscription rights: 8 March 2019
First day excluding right to receive subscription rights: 11 March 2019
Record date: 12 March 2019
Date of approval of Subsequent Offering: 10 March 2019
Maximum number of Offer Shares: up to 800,000 shares
Subscription price: NOK 31.80 per Offer Share
For further information, please contact:
Cathrine Haavind, IR Manager
Phone: +47 93 42 84 64
Email: [email protected]
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
Important information:
The release is not for publication or distribution, in whole or in part directly
or indirectly, in or into Australia, Canada, Japan or the United States
(including its territories and possessions, any state of the United States and
the District of Columbia) or any other jurisdiction in which the release,
publication or distribution would be unlawful. This release is an announcement
issued pursuant to legal information obligations, and is subject of the
disclosure requirements pursuant to section 5-12 of the Norwegian Securities
Trading Act. It is issued for information purposes only, and does not constitute
or form part of any offer or solicitation to purchase or subscribe for
securities, in the United States or in any other jurisdiction. The securities
mentioned herein have not been, and will not be, registered under the United
States Securities Act of 1933, as amended (the "US Securities Act"). The
securities may not be offered or sold in the United States except pursuant to an
exemption from the registration requirements of the US Securities Act. The
Company does not intend to register any portion of the offering of the
securities in the United States or to conduct a public offering of the
securities in the United States. Copies of this announcement are not being made
and may not be distributed or sent into Australia, Canada, Japan or the United
States. The issue, exercise, purchase or sale of subscription rights and the
subscription or purchase of shares in the Company are subject to specific legal
or regulatory restrictions in certain jurisdictions. Neither the Company nor the
Manager assumes 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. The Managers are acting for the Company and no one else in
connection with the Private Placement and will not be responsible to anyone
other than the Company for providing the protections afforded to their
respective clients or for providing advice in relation to the Private Placement
and/or any other matter referred to in this release.
Forward-looking statements:
This release and any materials distributed in connection with this release may
contain certain forward-looking statements. By their nature, forward-looking
statements involve risk and uncertainty because they reflect the Company's
current expectations and assumptions as to future events and circumstances that
may not prove accurate. A number of material factors could cause actual results
and developments to differ materially from those expressed or implied by these
forward-looking statements.
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