NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES 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 stock exchange release by SeaBird Exploration PLC ("SeaBird" or the "Company") 30 June 2021 regarding the intention to carry out a private placement (the "Private Placement") of new shares in the Company.
The Company is pleased to announce that the Private Placement has been successfully placed, and that it has allocated subscriptions for 7,000,000 offer shares (the "Offer Shares") at a subscription price per share of NOK 4.50 (the "Offer Price"), raising NOK 31.5 million in gross proceeds. The Private Placement took place through an accelerated bookbuilding process after close of markets today. The Private Placement attracted strong interest from both existing shareholders and new investors and was significantly oversubscribed.
Completion of the Private Placement and the issuance of the new shares in connection with the Offer Shares were resolved by the Company's Board of Directors (the "Board"), pursuant to an authorisation to waive pre-emption rights given at the Company's Annual General Meeting held on 14 May 2020.
Notification of allocation, including settlement instructions are expected to be distributed by the Managers on or about 1 July 2021, with settlement on a delivery versus payment (DVP) basis on or about 5 July 2021.
Delivery versus payment settlement of the Offer Shares will be facilitated by existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange. New shares to be issued by the Company will be settled towards investors with shares made available pursuant to a share lending agreement between by Fearnley Securities AS (the “Manager”), the Company and shareholders Anderson Invest AS, Miel Holding AS, Grunnfjellet AS and Storfjell AS. Following registration of the share capital increase pertaining to the Private Placement with the relevant Cyprus authorities, the Company will have 33 946 570 shares issued and outstanding, each with a par value of USD 0.20.
The Offer Shares will be re-delivered to the lenders on a separate ISIN, for which arrangements will be made for interim trading on the N-OTC market. The Offer Shares will be transferred to the Company's ordinary ISIN and listed upon approval of a listing prospectus, expected in Q3 2021.
The following allocation have been given to primary insiders in the Company at the same terms as other investors:
• Chairman of the Board Ståle Rodahl, through his wholly owned company Storfjell AS, has been allocated 460 800 shares. Following the transaction, he will own 1 135 000 shares in the Company representing 3.3% of the issued share capital after completion of the Private Placement.
• Director Øyvind Dahl-Stamnes has been allocated 7 200 shares. Following the transaction, he will own 32 200 shares in the Company representing 0.1% of the issued share capital after completion of the Private Placement.
• CEO Gunnar Jansen has been allocated 20 000 shares. Following the transaction, he will own 45 850 shares in the Company representing 0.1% of the issued share capital after completion of the Private Placement.
The Board of Directors has resolved to carry out a subsequent offering of up to 1,750,000 shares raising proceeds of up to NOK 7.9 million at the Offer Price to its existing shareholders as of close of trading 30 June 2021, as subsequently recorded in the VPS on 2 July 2021, who were not allocated shares in the Private Placement and who 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. Such shareholders will be granted non-tradable subscription rights to subscribe for, and, upon subscription, be allocated new shares. One subscription right will entitle the holder to subscribe for one share in the subsequent offering. Oversubscription for the relevant shareholders will be allowed. Subscription without subscription rights will not be allowed.
The Board, together with the Company's management and the Manager, has considered various transaction alternatives to secure new financing. Based on an overall assessment, considering inter alia the need for funding, execution risk and possible alternatives, the Board has on the basis of careful considerations decided that the Private Placement is the alternative that best protects the Company's and the shareholders' joint interests. Thus, the waiver of the preferential rights inherent in a share capital increase through issuance of new shares is considered necessary.
Fearnley Securities AS acted as Bookrunner for the Private Placement. Advokatfirmaet Schjødt AS acts as Norwegian legal counsel to the Company.
For further information, please contact:
Erik von Krogh, CFO
Tel:: + 47 930 38 075
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
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). 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.
The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Manager 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.
The Manager is 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 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.
Forward-looking statements: 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.