Hamilton, Bermuda 24 September 2025
Reference is made to the announcement made by Archer Limited (the “Company” and together with its subsidiaries, the “Group”) today regarding an agreement with respect to a contemplated acquisition of Premium Oilfield Services, LLC (“Premium”) (the “Transaction”) (the “M&A Announcement”). As set out in the M&A Announcement, the total consideration for the Transaction is USD 20 million, which is intended to be financed through the Private Placement (as defined below).
As announced, the Company is contemplating a private placement (the “Private Placement”) of new common shares in the Company (the “New Shares”) to raise gross proceeds of the NOK equivalent of USD 20 million. The net proceeds from the Private Placement will be used to finance the Transaction and for general corporate purposes.
In connection with the Private Placement, Paratus JU Newco Bermuda Limited, a wholly owned subsidiary of Paratus Energy Services Limited (“Paratus”), may sell up to 21,583,826 existing common shares in the Company (the “Sale Shares”, and together with the New Shares, the “Offer Shares”), representing approx. 23.8% of the outstanding shares in the Company (the “Secondary Sale”). The Private Placement and the Secondary Sale are together referred to as the “Offering”.
The New Shares will be resolved issued by the Company’s board of directors (the “Board”) based on the authorized but unissued share capital of the Company. The Secondary Sale will be subject to Paratus resolving to approve the Secondary Sale, at its sole discretion.
The Company and Paratus have engaged Arctic Securities AS, DNB Carnegie, a part of DNB Bank ASA, Pareto Securities AS and SB1 Markets AS as joint bookrunners (together, the “Managers”).
Indications of subscriptions
Hemen Holding Limited (“Hemen), with direct and indirect ownership of approx. 28.4% in the Company, has indicated to subscribe for at least (and will be allocated minimum) approx. USD 10.7 million in the Private Placement.
Hemen, the largest shareholder in Paratus, has indicated to subscribe for 29.1% of the Secondary Sale, which equals its current ownership in Paratus.
Lodbrok Capital LLP (“Lodbrok”), the second largest shareholder in Paratus, has indicated to subscribe for 21.7% of the Secondary Sale, which equals its current ownership in Paratus.
Dag Skindlo, the CEO in the Company, has indicated to subscribe for (and will be allocated) approx. EUR 100,000 in the Private Placement.
Hemen is indirectly controlled by trusts established by Mr. John Fredriksen for the benefit of his family. Mr. John Fredriksen therefore has no economic interest in the Company’s shares.
Lock-up
Hemen has accepted a lock-up of 6 months.
If Paratus does not sell its entire shareholding in the Company in the Secondary Sale, Paratus will enter into a 6-month lock-up for its remaining shares in the Company.
Bookbuilding period
The subscription price per Offer Share and the final number of New Shares to be issued in the Offering will be determined by the Board on the basis of an accelerated bookbuilding process. The bookbuilding period for the Offering will start today, 24 September 2025 at 16:30 (CEST) and will close on 25 September 2025 at 08:00 (CEST). The Company and the Managers may, at their discretion, shorten or extend the bookbuilding period at any time and for any reason and on a short or without notice.
The final number of Sale Shares to be sold will be determined by Paratus on the basis of the bookbuilding. Whether or not the Secondary Sale will be completed and the final number of Sale Shares, will depend on the outcome of the bookbuilding. Paratus reserves the right to sell fewer shares than the full number of Sale Shares and not to sell any Sale Shares at all. If the demand and price in the Offering is satisfactory, Paratus may sell its entire shareholding in the Company. The outcome of the Secondary Sale will be announced in conjunction with announcement with completion of the Offering.
Selling restrictions
The Offering will be made to investors subject to applicable exemptions from relevant prospectus requirements in accordance with Regulation (EU) 2017/1129 and the Norwegian Securities Trading Act of 2007, and is directed towards investors subject to available exemptions from relevant registration requirements, (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933, as amended (the “US Securities Act”) and (ii) in the United States to “qualified institutional buyers” (QIBs), as defined in Rule 144A under the US Securities Act, pursuant to an exemption from the registration requirements under the US Securities Act, as well as to “major U.S. institutional investors” as defined in Rule 15a-6 under the United States Exchange Act of 1934.
The minimum order size and allocation in the Offering will be the NOK equivalent of EUR 100,000, provided that the Company or Paratus (as applicable) may, at its sole discretion, offer and allocate an amount below EUR 100,000, pursuant to any applicable exemptions from applicable prospectus requirements being available.
Allocation
Notification of allocation will be distributed by the Managers on or about 25 September 2025. Allocation of New Shares will be made at the sole discretion of the Company in consultation with the Managers after expiry of the bookbuilding period, subject to any shortening or extension of the bookbuilding period.
The Secondary Sale will be subject to Paratus resolving to accept and complete the Secondary Sale, at its sole discretion, in consultation with the Managers after expiry of the bookbuilding period, subject to any shortening or extension of the bookbuilding period.
Conditions for completion
Completion of the Private Placement by allocation and delivery of New Shares to investors is subject to (i) all necessary corporate resolutions required to implement the Private Placement being validly made by the Company, including without limitation, the resolution by the Board to increase the share capital of the Company and issue the New Shares in the Private Placement pursuant to the authorized but unissued share capital of the Company, and (ii) the Share Lending Agreement (as defined below) remaining unmodified and in full force and effect pursuant to its terms and conditions.
Completion of the Secondary Sale by allocation and delivery of Sale Shares to investors is subject to (i) Paratus resolving to accept and complete the Secondary Sale, at its sole discretion and (ii) the Share Lending Agreement (as defined below) remaining unmodified and in full force and effect pursuant to its terms and conditions.
Completion of the Private Placement and the Secondary Sale are independent of, and not conditional upon, each other, and the settlement of offer shares in either of such offerings will remain final and binding and cannot be revoked, cancelled or terminated by the respective applicants, regardless of whether the other is completed.
Settlement
Settlement of Offer Shares allocated in the Offering is expected to take place on or about 29 September 2025 on a delivery versus payment (DVP) basis. DVP settlement in the Offering is expected to be facilitated through the delivery of existing and unencumbered shares in the Company, already admitted to trading on Euronext Oslo Børs, pursuant to a share lending agreement (the “Share Lending Agreement”) between the Company, the Managers, Hemen and Paratus. Both the New Shares and the Sale Shares will thus become tradable on Euronext Oslo Børs directly after the notification of allocation.
Equal treatment and potential subsequent offering
The Company has considered the Private Placement in light of the equal treatment obligations under applicable regulations and is of the opinion that the waiver of the preferential rights inherent in a private placement, taking into consideration the time, costs and risk of alternative methods of the securing the desired funding, is in the common interest of the shareholders of the Company. The Board considers that although the Private Placement implies a dilution of the existing shareholders of the Company, the pricing will be determined on the basis of a market value to be established on the basis of an accelerated bookbuilding process, that existing shareholders will to the extent possible be given the opportunity to participate in, and be allocated shares in the Private Placement, and that the remaining shareholders will be given the opportunity to mitigate the effect of the Private Placement through participation in a contemplated subsequent repair offering. Taking these factors into consideration, and balancing the Company’s need for financing to realize the investment opportunity that the acquisition of Premium represents, and the interests of the minority shareholders, the Board is of the view that the transactions do not represent unfair treatment of the Company’s shareholders which is not justifiable in the common interest of the Company and its shareholders, cf. section 5-14 of the Norwegian Securities Trading Act.
As a result, the Board will, subject to, inter alia, successful completion of the Private Placement and, if required, being granted the necessary authorisation by the SGM, consider carrying out a subsequent offering of new shares (the “Subsequent Offering”) which, subject to applicable securities laws, will be directed towards existing shareholders in the Company as at 24 September 2025 (as registered in the VPS two trading days thereafter) who (i) were not included in the wall-crossing phase of the Private Placement, (ii) were not allocated shares in the Private Placement and (iii) 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. Such eligible shareholders will be granted non-transferable preferential rights to subscribe for, and, upon subscription, be allocated new shares. The subscription price in the Subsequent Offering will be the same as the Offer Price in the Private Placement. The Company reserves the rights in its sole discretion to not conduct or to cancel the Subsequent Offering. Such Subsequent Offering, if carried out, is expected to be launched shortly after approval of a prospectus.
Advisors
Arctic Securities AS, DNB Carnegie, a part of DNB Bank ASA, Pareto Securities AS and SpareBank 1 Markets AS are acting as joint bookrunners for the Offering.
Advokatfirmaet Schjødt AS is acting as legal advisor to the Company and Paratus.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and was published by Joachim Houeland, Manager Treasury and Investor Relations of the Company, on the date and time provided herein.
For additional information, please contact:
Espen Joranger, Chief Financial Officer, Mobile: +47 982 06 812, Email: espen.joranger@archerwell.com
Joachim Houeland, Manager Treasury and Investor Relations, Mobile: +47 482 78 748, Email: joachim.houeland@archerwell.com
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Important information:
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 the Company or Paratus. 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.
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. The Company or Paratus do not intend to register any part of the Offering 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 “Prospectus Regulation” means Regulation (EU) 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 investments 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.
The issue, subscription or purchase of shares or other financial instruments in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company, Paratus nor the Managers assume 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.
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. Any forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further assumptions. Such assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict. 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. The Company does not make any guarantee that the assumptions underlying any 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 any forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake 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.
This announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and Paratus and no one else and will not be responsible to anyone other than the Company and Paratus for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. 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 of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into 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 an advertisement and is not a prospectus for the purposes of the Prospectus Regulation as implemented in any Member State.