NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SUBSCRIBE OR PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN
Reference is made to the stock exchange announcements dated 28 February 2017 and 1 March 2017 respectively regarding the private placement (the “Private Placement”) in Archer Limited (“Archer” or the “Company) by way of allocation of 84,000,000 new shares (the “Private Placement Shares”) and the decision to carry out a subsequent offering (the “Subsequent Offering”) of up to 16,800,000 new shares (the “Offer Shares”) for gross proceeds of up to NOK 168.0 million (approximately USD 20.0 million) (equal to up to 20% of the size of the Private Placement).
Shareholders as of 28 February 2017 (the date of the Private Placement), as registered in the VPS on 2 March 2017, who were not invited to participate, or applied for but were not allocated shares in the Private Placement and who 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, will receive 0.312973 non-transferable allocation rights per share held in the Company. Each allocation right grants the owner the right to apply for and be allocated one Offer Share. Oversubscription and subscription without allocation rights will not be permitted. Upon expiry of the application period, the allocation rights will expire.
On 31 March 2017, the Financial Supervisory Authority of Norway approved the prospectus for (i) the listing of the Private Placement Shares, and (ii) the Subsequent Offering and listing of up to 16,800,000 Offer Shares (the “Prospectus”).
The application period in the Subsequent Offering commences 3 April 2017 at 09:00 (CET), and expires on 19 April 2017 at 16:30 (CET). The offer price per New Share is NOK 10.00, equal to the subscription price per Private Placement Share.
The Private Placement Shares will be listed on Oslo Børs on 3 April 2017. The shares will change ISIN number to ISIN BMG 0451H1170 and commence trading under the trading symbol “ARCHER”.
For more information, please refer to the Prospectus. The Prospectus will be available at www.archerwell.com, www.abgsc.com, www.arctic.com/secno and at the offices of Archer, ABG Sundal Collier ASA and Arctic Securities AS.
ABG Sundal Collier ASA and Arctic Securities AS (collectively the “Managers”) are acting as Joint Lead Managers and Bookrunners for the Subsequent Offering. Advokatfirmaet BA-HR DA is acting as legal advisor to the Company in connection with the Subsequent Offering-.
For further information, please contact:
Dag Skindlo, CFO and EVP Strategy
+ 47 98 22 66 24
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia,
Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia) or any other jurisdiction in which the release, publication or distribution would be unlawful. This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The issue, exercise, purchase or sale of subscription rights and the subscription or purchase of shares in the Company are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assumes any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Managers are acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release.
This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company’s current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.