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 SeaBird Exploration Plc ("SeaBird" or the "Company") published yesterday regarding the intention to carry out a private placement (the "Private Placement") of new shares in the Company.
The Company is pleased to announce that the Private Placement has been successfully placed, and that it has allocated subscriptions for 208,333,300 offer shares (the "Offer Shares") at a subscription price of NOK 1.20 (the "Offer Price"), raising NOK 250 million in gross proceeds. The Private Placement took place through an accelerated bookbuilding process after close of markets yesterday. The Private Placement attracted strong interest from both existing shareholders and new investors.
Completion of the Private Placement is conditional on final and irrevocable agreement to acquire the seismic vessels BOA Galatea and BOA Thalassa (the "BOA Vessels") or their holding companies. The process is supported by an irrevocable undertaking by a majority of BOA SBL bondholders.
Notices of conditional allocation will be distributed to the investors on 12 April 2019.
Settlement of the Private Placement is expected to take place during week 18 (the week commencing on 29 April 2019), subject to (i) the Board of Directors of the Company having resolved to issue the shares and (ii) final irrevocable agreement to acquire the BOA Vessels or their holding companies by the Company or positive bondholders' resolution in relation to the acquisition of the BOA Vessels by the Company. If such condition has not been met by 31 May 2019, the Private Placement will be cancelled. The Offer Shares will be delivered on a separate ISIN, for which arrangements will be made for interim trading on Merkur Market. The Offer Shares will be transferred to the Company's ordinary ISIN and listed upon approval of a listing prospectus, expected in early June 2019.
The following allocation have been given to primary insiders in the Company at the same terms as other investors:
Chairman of the Board Heidar Engebret, through his wholly owned company Oppsiden Invest AS, has been allocated 416,666 shares. Following the transaction he will own 1,076,666 shares in the Company representing 0.2% of the issued share capital after completion of the Private Placement.
Board member Dag Fredrik Arnesen, through his wholly owned company Storkleiven AS, has been allocated 500,000 shares. Following the transaction he will own 2,500,000 shares in the Company representing 0.5% of the issued share capital after completion of the Private Placement.
Board member Ketil Nereng, through his controlled company Acme Capital AS, has been allocated 1,041,666 shares. Following the transaction he will own 3,072,334 shares in the Company representing 0.6% of the issued share capital after completion of the Private Placement.
Board member Olav Haugland, who has no prior holding, has been allocated 250,000 shares to his 50% owned company Skalmen AS, has been allocated 250,000 shares representing 0.05% of the issued share capital after completion of the Private Placement.
Chief Executive Officer Hans Petter Klohs, through his wholly owned company Carthea AS, has been allocated 280,000 shares. Following the transaction he will own 500,000 shares in the Company representing 0.1% of the issued share capital after completion of the Private Placement.
Chief Operating Officer Finn Atle Hamre has been allocated 250,000 shares to his wholly owned company Orion Offshore AS. Following the transaction he will own and control 302,500 shares in the company, representing 0.06% of the issued share capital after completion of the Private Placement.
The Board of Directors has resolved to carry out a subsequent offering of up to 25,000,000 shares raising proceeds of up to NOK 30 million at the Offer Price to its existing shareholders as of close of trading 11 April 2019, as subsequently recorded in the VPS on 15 April 2019, who were not allocated shares in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action. Such shareholders will be granted non-tradable subscription rights to subscribe for, and, upon subscription, be allocated new shares. One subscription right will entitle the holder to subscribe for one share in the subsequent offering. Oversubscription for the relevant shareholders will be allowed. Subscription without subscription rights will not be allowed.
The Board, together with the Company's management and the Managers, has considered various transaction alternatives to secure new financing. Based on an overall assessment, taking into account inter alia the need for funding, execution risk and possible alternatives, the Board has on the basis of careful considerations decided that the Private Placement is the alternative that best protects the Company's and the shareholders' joint interests. Thus, the waiver of the preferential rights inherent in a share capital increase through issuance of new shares is considered necessary.
ABG Sundal Collier ASA, Fearnley Securities AS and SpareBank 1 Markets AS have acted as Joint Lead Managers and Bookrunners and Norne Securities as Co-Manager for the Private Placement. Advokatfirmaet Schjødt AS acts as Norwegian legal counsel to the Company.