NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANYOTHER 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 today 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 632,000,000 offer shares (the "Offer Shares") at a subscription price of NOK 0.19 (the "Offer Price"), raising NOK 120 million in gross proceeds.
The Private Placement took place through an accelerated bookbuilding process after close of markets today. The Private Placement attracted strong interest from both existing shareholders and new investors, and was multiple times oversubscribed.
Completion of the Private Placement is conditional on the agreement to acquire the seismic vessel Geowave Voyager becoming unconditional. Payment for and delivery of the Offer Shares will be on or about 3 August 2018, following satisfactory outcome of the technical inspection of the vessel planned to commence between 25 July 2018 and 30 July 2018. The Offer Shares will be delivered on a separate ISIN and will upon approval of a listing prospectus be transferred to the Company's ordinary ISIN and listed, expected late August or early September.
Notices of allocation will be distributed to the investors on 12 July 2018.
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 has been allocated 800,000 shares. Following the transaction he owns 3,800,000 shares in the Company representing 0.14% of the issued share capital after completion of the Private Placement.
- Board member Ketil Nereng, through his wholly owned company Acme AS, has been allocated 2,500,000 shares. Following the transaction he owns 20,306,676 shares in the Company representing 0.76% 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 8,000,000 shares. Following the transaction he owns 20,000,000 shares in the Company representing 0.75% 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 637,500 shares. Following the transaction he owns 2,200,000 shares in the Company representing 0.08% of the issued share capital after completion of the Private Placement.
- Chief Operating Officer Finn Atle Hamre, through his wholly owned company Orion Offshore AS, has been allocated 525,000 shares. Following the transaction he owns 525,000 shares in the Company representing 0.02% of the issued share capital after completion of the Private Placement.
- VP Business Development Kjell Mangerøy has been allocated 525,000 shares. Following the transaction he owns 4,525,003 shares in the Company representing 0.17% 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 100,000,000 shares raising proceeds of up to NOK 19 million at the Offer Price to its existing shareholders as of close of trading 11 July 2018, as subsequently recorded in the VPS, who did not participate 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 in the Private Placement. Advokatfirmaet Schjødt AS acts as Norwegian legal counsel to the Company.
For further information, please contact:
Hans Petter Klohs
CEO SeaBird Exploration
Phone: +47 22 40 27 18
Nils Haugestad
CFO SeaBird Exploration
Phone: +47 22 40 27 17
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
About Seabird Exploration:
SeaBird is a global provider of marine acquisition for 2D/3D and 4D seismic data, and associated products and services to the oil and gas industry. SeaBird specializes in high quality operations within the high end of the source vessel and 2D market, as well as in the shallow/deep water 2D/3D and 4D market. Main focus for the company is proprietary seismic surveys (contract seismic). Main success criteria for the company are an unrelenting focus on Quality, Health, Safety and Environment (QHSE), combined with efficient collection of high quality seismic data.