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Seadrill Limited Share Issue/Capital Change 2014

Jan 29, 2014

9186_iss_2014-01-29_f04f72fe-74b0-4b0a-9b20-d77616a45396.html

Share Issue/Capital Change

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NADL - North Atlantic Drilling Ltd. Announces Pricing of its Initial Public Offering of its Common Shares

NADL - North Atlantic Drilling Ltd. Announces Pricing of its Initial Public Offering of its Common Shares

Hamilton, Bermuda, January 28, 2014 - North Atlantic Drilling Ltd. ("North

Atlantic Drilling"), our majority owned subsidiary, announced today that it has

priced its initial public offering of 13,513,514 common shares at $9.25 per

share.  North Atlantic Drilling has granted the underwriters a 30-day option to

purchase up to 2,027,027 additional common shares.  At the request of the

Company, the underwriters have agreed to sell us up to 10% of the common shares

to be offered and sold in this offering, excluding common shares that may be

sold pursuant to the underwriters' option to purchase additional common shares.

The net proceeds of this public offering are expected to be used for general

corporate purposes and working capital.

The Company's common shares are expected to commence trading on January

29, 2014 on the New York Stock Exchange under the symbol "NADL." The offering is

expected to close on February 3, 3014, subject to customary conditions.

Concurrently with the pricing of the initial public offering, North Atlantic

Drilling plans to offer to exchange all of the unregistered common shares that

it previously issued in its prior equity private placements, other than the

common shares owned by affiliates of North Atlantic Drilling, for common shares

that have been registered under the Securities Act of 1933, as amended, which is

referred to as the Exchange Offer. North Atlantic Drilling has filed a

registration statement on Form F-4 (File No. 333-185395) to register the common

shares to be offered by North Atlantic Drilling in the Exchange Offer. North

Atlantic Drilling expects such registration statement to become effective

concurrently with the registration statement related to the initial public

offering.

Morgan Stanley & Co. LLC is acting as the lead book-running manager for the

initial public offering. Barclays Capital Inc., Goldman, Sachs & Co. and RS

Platou Markets AS are acting as joint book-running managers for the offering.

DNB Markets and Scotiabank / Howard Weil are acting as co-managers for the

offering. RS Platou Markets AS is not a U.S. registered broker-dealer and,

therefore, intends to participate in the offering outside of the United States

and, to the extent that the offering of any common shares by RS Platou Markets

AS is within the United States, RS Platou Markets AS will offer to and place

common shares with investors through RS Platou Markets, Inc., an affiliated U.S.

registered broker-dealer. The activities of RS Platou Markets AS in the United

States will be only to the extent permitted by Rule 15a-6 under the Securities

Exchange Act of 1934, as amended.

The initial public offering is being made by means of a prospectus. A written

prospectus meeting the requirements of Section 10 of the Securities Act of

1933, as amended, when available, may be obtained from:

Morgan Stanley & Co. LLC at 180 Varick Street, Second Floor, New York, New York

10014, Attention: Prospectus Department.

Barclays Capital Inc. c/o Broadridge Financial Solutions at 1155 Long Island

Avenue, Edgewood, NY 11717, Attention: Prospectus Department,

[email protected], (888) 603-5847.

Goldman, Sachs & Co. at 200 West Street, New York, NY 10282, Attention:

Prospectus Department.

RS Platou Markets AS at Haakon VII's gate 10, P.O. Box 1474 Vika, 0116 Oslo,

Norway, Attention: Elisabeth Wiger, [email protected] or RS Platou Markets,

Inc., 410 Park Avenue, Suite 710, New York, NY 10022, Attention Raquel Lucas,

toll free 855-864-2265.

A registration statement relating to these securities has been filed with and

declared effective by the Securities and Exchange Commission ("SEC"). The

registration statement is available on the SEC's website at www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of

an offer to buy any securities issuable pursuant to the registration statement,

nor will there be any sale of these securities in any state or jurisdiction in

which such offer, solicitation or sale would be unlawful prior to registration

or qualification under the securities laws of any such state or jurisdiction.

The statements in this news release that are not historical facts may be

forward-looking statements. Such forward looking statements are based upon the

current beliefs and expectations of North Atlantic Drilling's management and are

subject to risks and uncertainties which could cause actual results to differ

from the forward looking statements. The information set forth herein should be

read in light of such risks. North Atlantic Drilling does not assume any

obligation to update the information contained in this news release.

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

[HUG#1757679]