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 28, 2012 - Reference is made to the press release dated 27th March 2012 regarding a contemplated private placement of new shares in North Atlantic Drilling Ltd.(The "Company") directed towards Norwegian and international institutional investors (the "Private Placement").
The Private Placement was closed on March 27, 2012. The Company has successfully placed 150,000,000 new ordinary shares at US$ 2.00 per share, raising gross proceeds of US$300 million.
The shares will not be tradable until they have been issued, which is expected on or about March 30, 2012.
The proceeds of the Private Placement will be used to finance (i) the first yard installment for a harsh environment Semi-submersible newbuild, (ii) paydown on intra-company debt to Seadrill Limited and (iii) general corporate purposes.
Seadrill Limited has been allocated 75,000,000 shares in the Private Placement.
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 acted as joint lead managers and bookrunners in the Private Placement.
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
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.