NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR TO U.S. NEWS WIRE SERVICES OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Hamilton, Bermuda, March 27, 2012 - The Board of directors of North Atlantic Drilling Ltd. (the "Company") has retained the services of RS Platou Markets AS, Arctic Securities, DNB Markets, part of DNB Bank ASA, Nordea Markets part of Nordea Bank Norge ASA, Pareto Securities AS and SEB Enskilda to effect a contemplated private placement of new shares directed towards Norwegian and international institutional investors (the "Private Placement").
The anticipated gross proceeds of the contemplated Private Placement will be US$300 million through an issue of 150,000,000 new ordinary shares. The order price has been set to US$ 2.00 per share by the Board of Directors.
The private placement is fully underwritten by Seadrill Limited. Seadrill Limited will subscribe for and be allocated the amount of approximately US$150 million. The minimum order in the Private Placement has been set to the USD equivalent of EUR 50,000.
The gross proceeds of the Private Placement will be used to finance (i) the first yard instalment for a harsh environment Semi-submersible newbuild, (ii) paydown on intra-company debt to Seadrill Limited and (iii) general corporate purposes.
In connection with the private placement Seadrill has provided a new US$ 200 million revolving credit facility. Seadrill has also undertaken to cover any liability of NADL in excess of USD 63 million related to the ongoing tax case with the Norwegian Tax Authorites.
The application period commences today (27 March 2012) at 17:30 CET and close on 28 March 2012 at 08:30 CET. The Board of Directors of NADL may, however, at any time resolve to close early or extend the application period at its own discretion. However, the Application period will under no circumstances close prior to 20:00 (CET) on 27 March 2012.
Alf C Thorkildsen, Chief Executive Officer in North Atlantic Management AS and Chairman of North Atlantic Drilling Ltd. says in a comment, "North Atlantic Drilling was established in February last year with a clear ambition of building the leading harsh environment offshore drilling company. Since its incorporation, the underlying market for drilling services in such areas has shown a tremendous further development creating opportunities for additional growth. Adding a harsh environment semi-submersible newbuild, we are able to continue delivering our growth strategy and to utilize a unique opportunity to generate solid returns for our shareholders. We believe the market for modern advanced rigs will continue to develop favorably and offer attractive contracting opportunities. The strengthening of our capital base is supportive of such opportunities delivering further growth."
For further information, please contact:
Alf C Thorkildsen, CEO & President, Seadrill Management AS, +47 51 30 99 19
Esa Ikäheimonen, CFO, Seadrill Management AS, +47 51 30 99 19
Jim Dåtland, VP Investor Relations, Seadrill Management AS, +47 51 30 99 19
or the Managers:
RS Platou Markets, tel: +47 22 01 63 93
Arctic Securities, tel: +47 21 01 31 00
DNB Markets, tel: +47 22 94 89 30
Nordea Markets, tel: +47 22 48 78 96
Pareto Securities, tel: +47 22 87 87 00
SEB Enskilda, tel: +47 21 00 85 00
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
The Private Placement and this announcement and other information in connection with the Private Placement may be restricted by law in certain jurisdictions. North Atlantic Drilling assumes no responsibility in the event there is a violation by any person of such restrictions. Persons in whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This announcement is not for distribution, directly or indirectly, in or into any jurisdiction in which it is unlawful to make any such offer or solicitation to such person or where prior registration or approval is required for that purpose.
This document is not an offer to sell, or the solicitation of an offer to buy or subscribe for securities in the United States, Australia, Canada, Japan or in any jurisdiction in which such offer, solicitation or sale is unlawful. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933 (the "Securities Act") or an exemption from, or in a transaction not subject to, registration. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. The new shares to be offered may not be offered or sold within the United States, except to qualified institutional buyers ("QIB"), as defined in Rule 144A under the U.S. Securities Act ("Rule 144A"), through affiliates of the Managers, in reliance upon the exemption from the registration requirements provided by section 4(2) of the U.S. Securities Act Rule 144A, and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act. The shares to be offered will be subject to certain restrictions on transfer.
This document is only addressed to and is only directed at persons in member states of the European Economic Area (the "EEA") who are "qualified investors" within the meaning of Article 2.1(e) of the Prospectus Directive (Directive 2003/71/EC). In addition, in the United Kingdom, these materials are directed solely at persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order and other persons to whom it may lawfully be communicated (all such persons together being referred to as "relevant persons"). These materials are addressed only to, and directed only at, relevant persons and qualified investors and must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons or (ii) in any member state of the EEA other than the United Kingdom, by qualified investors. Any investment or investment activity to which these materials relate is available only to, and will be engaged in only with, in the United Kingdom, relevant persons, and in any member state of the EEA other than the United Kingdom, qualified investors.