IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, SWITZERLAND, 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.
Oslo, 22 August 2018
Reference is made to the stock exchange releases from SeaBird Exploration PLC ("SeaBird" or the "Company") published on 11 July 2018 regarding the acquisition of the seismic vessel Geowave Voyager (the "Vessel"), the successfully subscribed private placement of 632,000,000 new shares in the Company (the "Private Placement") and a potential subsequent repair offering in the Company (the "Subsequent Offering"). Reference is also made to the Stock exchange release from the Company published on 1 August 2018 regarding the successful technical inspection of the Vessel and lifting of the condition for the Private Placement.
The Norwegian Financial Supervisory Authority (Nw.: Finanstilsynet) has approved the prospectus of the Company dated 22 August 2018 (the "Prospectus") related to the Private Placement and the Subsequent Offering and listing of up to 10,000,000 new consolidated shares (the "Offer Shares"), each with a par value of USD 0.01. The Private Placement shares will be listed and tradeable tomorrow 23 August 2018.
The Prospectus can be obtained electronically by downloading it from www.sbexp.com, www.abgsc.no, www.fearnleysecurities.no and www.sb1markets.no, or by contacting ABG Sundal Collier, Fearnley Securities or Sparebank 1 Markets (the "Managers"). In the Subsequent Offering, the Company will, subject to applicable securities laws, grant rights to subscribe for Offer Shares to shareholders in the Company as of close of trading on 11 July 2018 as registered in the Norwegian Central Securities Depository (the "VPS") on 13 July 2018 (the "Record Date") who did not participate 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 ("Eligible Shareholders"). The subscription period in the Subsequent Offering commences on 3 September 2018 and will end on 17 September 2018 at 12:00 CET (the "Subscription Period"). Subscription Rights not used to subscribe for Offer Shares prior to 12:00 CET on 17 September 2018 will lapse without compensations to the holder and consequently be of no value. The subscription price in the Subsequent Offering is NOK 1.90 per Offer Share, which is the equal to the subscription price in the Private Placement. Reference is made to the Prospectus for further information about the Subsequent Offering.
ABG Sundal Collier, Fearnley Securities and Sparebank 1 Markets acted as joint bookrunners in the Private Placement and the Subsequent Offering. Advokatfirmaet Schjødt AS acted as Norwegian legal counsel to the Company.
About Seabird Exploration: SeaBird is a global provider of marine acquisition for 2D/3D and 4D seismic data, and associated products and services to the oil and gas industry. SeaBird specializes in high quality operations within the high end of the source vessel and 2D market, as well as in the shallow/deep water 2D/3D and 4D market. Main focus for the company is proprietary seismic surveys (contract seismic). Main success criteria for the company are an unrelenting focus on Quality, Health, Safety and Environment (QHSE), combined with efficient collection of high quality seismic data.
Important information: 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 "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 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, 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 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 Managers are 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 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. 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.
For further information, please contact:
Hans Petter Klohs
CEO SeaBird Exploration
Phone: +47 22402718
CFO SeaBird Exploration
Phone: +47 22402717
SBX - Prospectus 22 August 2018