Hamilton, Bermuda, 24 September 2025
Reference is made to the stock exchange announcements made by Archer Limited (the “Company” and together with its subsidiaries, the “Group”) on 24 September 2025 regarding the contemplated private placement (the “Private Placement”) of new common shares in the Company and a potential Secondary Sale (as defined below) of existing shares in the Company, and the contemplated acquisition of Premium Oilfield Services, LLC (“Premium”).
The Company is pleased to announce that it has raised the NOK equivalent of approx. USD 20 million in gross proceeds through the Private Placement of 8,848,000 new shares (the “New Shares”) at a subscription price of NOK 22.50 per share (the “Subscription Price”). The net proceeds to the Company from the Private Placement will be used to fund the acquisition of Premium 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”), has sold 21,583,826 existing common shares in the Company (the “Sale Shares”, and together with the New Shares, the “Offer Shares”) at the Subscription Price (the “Secondary Sale”). The Private Placement and the Secondary Sale are together referred to as the “Offering”. Paratus will receive the net proceeds from the Secondary Sale (the Company will not receive any proceeds from such sale).
The Offering was carried out on the basis of an accelerated bookbuilding process managed by Arctic Securities AS, DNB Carnegie, a part of DNB Bank ASA, Pareto Securities AS and SB1 Markets AS as joint bookrunners (together, the “Managers”).
Allocation to certain investors and primary insiders
Hemen Holding Limited (“Hemen), with direct and indirect ownership of approx. 28.4% in the Company before the Offering, subscribed for, and was allocated, Offer Shares in the Offering for approx. USD 24.9 million.
Lodbrok Capital LLP, the second largest shareholder in Paratus, subscribed for, and was allocated, Offer Shares for approx. USD 10.6 million in the Secondary Sale.
Dag Skindlo, the CEO in the Company, subscribed for, and was allocated, New Shares for approx. NOK 1.17 million. Please see the attached PDMR-form for further details.
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.
Settlement
Notification of allocations and settlement instructions for the Offering are expected to be distributed by the Managers to the applicants on or about 25 September 2025. Settlement of Offer Shares 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 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 Oslo Børs directly after the notification of allocation.
Following the issue of the New Shares, the Company’s issued share capital will be USD 993 861.34 divided on 99,386,134 common shares, each with a par value of USD 0.01.
The New Shares have been resolved issued by the Company’s board of directors based on the authorized but unissued share capital of the Company. The Secondary Sale has been approved by Paratus.
Completion of the Offering is subject to the Share Lending Agreement remaining unmodified and in full force and effect pursuant to its terms and conditions.
Subsequent offering
The Private Placement represents a deviation from the shareholders’ pre-emptive right to subscribe for the new shares. The Board 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 securing the desired funding, is in the common interest of the shareholders of the Company.
In addition, to limit the dilutive effect of the Private Placement, the Board has resolved to carry out a subsequent offering (the “Subsequent Offering”).
The Subsequent Offering will consist of up to 2,212,000 new common shares in the Company, each with a par value of USD 0.01, raising gross proceeds of up to the NOK equivalent of USD 5 million (equal to up to 25% of the size of the Private Placement). The Subsequent Offering will, on the basis of a prospectus, be directed towards existing shareholders in the Company as of 24 September 2025, who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated offer shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action. The subscription price per share in the Subsequent Offering will be the same as in the Private Placement.
The Subsequent Offering will, inter alia, be subject to (i) completion of the Private Placement, (ii) relevant corporate resolutions, including approval by the Company’s board of directors, (iii) prevailing market price of the Company’s shares, and (iv) the publication of a prospectus. The subscription period for the Subsequent Offering is expected to commence following fulfilment of the aforementioned conditions. The Company may decide that the Subsequent Offering will not be carried out in the event that the Company’s shares trade below the subscription price in the Private Placement at adequate volumes. The Company reserves the rights in its sole discretion to not conduct or to cancel the Subsequent Offering.
Advisors:
Arctic Securities AS, DNB Carnegie, a part of DNB Bank ASA, Pareto Securities AS and SB1 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 in the Company, on the date and time provided herein.
For additional information, please contact:
Dag Skindlo, Chief Executive Officer, Mobile: +47 982 26 624, Email: dag.skindlo@archerwell.com
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
Additional information about the Company can be found at:
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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.