NODL: PRIVATE PLACEMENT SUCCESSFULLY PLACED
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, 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 previous stock exchange release by Northern Drilling Ltd. ('NODL') on 3 December 2019 regarding a contemplated private placement (the 'Private Placement') of new shares in its subsidiary company Northern Rig Holding Ltd. (to be renamed Northern Ocean Ltd.) ('NOL'). The Private Placement has been successfully placed, raising gross proceeds USD 100 million, corresponding to approximately NOK 918 million (based on a currency exchange rate of USDNOK 9.18), through the placing of 18,726,592 new shares (the 'Offer Shares') at a subscription price of USD 5.34 per Offer Share, corresponding to approximately NOK 49 (based on a currency exchange rate of USDNOK 9.18). Hemen Holding Limited, a company indirectly controlled by trusts established by Mr John Fredriksen for the benefit of his immediate family, and being the largest shareholder in NODL, has been allocated 7,490,636 Offer Shares, and will have a 11.8% ownership in NOL following the Private Placement. Notices of allocation will be distributed to the investors on 4 December 2019. Completion of the Private Placement is conditional upon the Offer Shares having been fully paid and legally issued. Settlement in the Private Placement will take place on or about 6 December 2019 (DVP T+2). Following issuance of the Offer Shares, the Company will have an issued share capital of USD 63,726,692 divided into 63,726,692 shares, each with a nominal value of USD 1.00. In order to facilitate timely delivery of the shares, delivery of Offer Shares allocated in the Private Placement will be made by delivery of existing shares in NOL borrowed by the Managers from NODL. The Managers will settle the share loan from NODL with the new shares issued in connection with the Private Placement. The new shares shall be registered with the Norwegian Central Securities Depository (Nw. Verdipapirsentralen) (the 'VPS') under ISIN BMG6682J1036 (as interest in shares under a Registrar Agreement with DNB Bank ASA). The share issue has been carried out as a Private Placement in order to take advantage of the current market conditions. Different transaction alternatives have been considered, and it has been concluded that the Private Placement structure would best attend to the common interest of NODL and its shareholders, taking into consideration inter alia limited discount, pre-announced and broadly marketed placement, transaction risk, availability and expected terms of alternative transaction structure and the Subsequent Offering as described below. Subsequent Offering Subject to (i) completion of the Private Placement, (ii) prevailing market price of NOL's shares being higher than the subscription price as decided by NOL's board of directors, (iii) the receipt of required consents from authorities on Bermuda, and (iv) approval by the Norwegian Financial Supervisory Authority of a prospectus to be issued by NOL (the 'Prospectus'), NOL intends to carry out a subsequent offering (the 'Subsequent Offering') of up to 1,872,659 new shares in NOL. A Subsequent Offering shall be, if made, and on the basis of the Prospectus, directed towards shareholders in NODL who (i) are shareholders in NODL as of expiry of the bookbuilding period for the Private Placement, as registered with the VPS as of 5 December 2019 (the 'Record Date'), (ii) are not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action (the 'Eligible Shareholders'). The Eligible Shareholders will be granted non-tradable subscription rights. The subscription period in the Subsequent Offering is expected to commence shortly after publication of the Prospectus, expected in Q1 2020. The subscription price in the Subsequent Offering will be the NOK equivalent of the subscription price in the Private Placement, NOK 49 per share. Over-subscription is permitted, but subscription without subscription rights is not permitted. Further information about the Subsequent Offering will be provided in the Prospectus. DNB Markets, a part of DNB Bank ASA, Danske Bank, Norwegian Branch, Arctic Securities AS, Fearnley Securities AS, Pareto Securities AS, and Skandinaviska Enskilda Banken AB (publ.) (Oslo Branch) act as managers in the Private Placement. Advokatfirmaet BAHR AS acts as legal advisor in connection with the Private Placement. Contacts: Scott McReaken, CEO in Northern Drilling Ltd. Tel. +1 832 509 7191 *** IMPORTANT NOTICE This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of NODL or NOL. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act'), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. Neither NODL nor NOL intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to 'qualified institutional buyers' as defined in Rule 144A under the Securities Act. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression 'Prospectus Regulation' means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State. This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the 'Order') or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as 'relevant persons'). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so. Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as 'believe', 'expect', 'anticipate', 'strategy', 'intends', 'estimate', 'will', 'may', 'continue', 'should' and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although NODL and NOL believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which NODL or NOL operate, NODL's and NOL's ability to attract, retain and motivate qualified personnel, changes in NODL's and NOL's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Neither NODL nor NOL guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Neither NODL nor NOL undertakes any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein. This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities NODL or NOL. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement. This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.