The Board of Directors of SeaBird Exploration PLC ("SeaBird" or the "Company") intends to raise new equity by issuing up to 11 million new shares through an offering by way of a private placement directed towards existing shareholders and new investors (the "Private Placement").
The proceeds from the Private Placement will be used for investments in seismic equipment including a 3D upgrade of Aquila Explorer as well as to strengthen the Company's balance sheet and liquidity position.
The minimum subscription amount in the private placement will be EUR 100,000 or the equivalent in NOK. The subscription price will be determined through a book-building process; the final price is subject to Board approval.
Completion of the private placement is subject to Board of Directors proposing a resolution to increase the capital.
ABG Sundal Collier Norge ASA and Arctic Securities ASA (the "Managers") have been engaged as managers and bookrunners for the Private Placement.
The application period will start on 27 November 2012 at 16:30 CET and be open until 08:00 CET on 28 November 2012. However, the Company, together with the Managers, reserve the right to close or extend the application period at any time.
The Company has entered into a share lending agreement with existing shareholders, and the private placement will be settled with borrowed shares that will be tradable immediately upon settlement.
Subject to successful completion of the Private Placement, the Board of Directors of SeaBird will propose to an extraordinary general meeting to carry out a subsequent offering of 1,500,000 shares at the same price as in the Private Placement, directed towards the Company's shareholders as of 27 November 2012 (as documented by the shareholder register in the VPS on 30 November 2012) i) not being offered or invited to participate in the Private Placement or ii) holding less than 300,000 shares as of 27 November 2012 and not participating in the Private Placement.
For further information, please contact:
Dag Reynolds, CEO, tel. +47 908 83 737
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This announcement is not an offer for sale of securities in the United States or any other country in which such offer would be unlawful or would require prospectus, registration or other measures. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. SeaBird 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 the United States, Canada, Australia, Hong Kong, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any member State, the "Prospectus Directive"), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
This announcement is only directed at (a) persons who are outside the United Kingdom; or (b) investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (c) persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order; or (D) persons to whom any invitation or inducement to engage in investment activity can be communicated in circumstances where Section 21(1) of the Financial Services and Markets Act 2000 does not apply.
Certain statements included within this announcement contain forward-looking information, including, without limitation, those relating to (a) forecasts, projections and estimates, (b) statements of management's plans, objectives and strategies for SeaBird, such as planned expansions, investments or other projects, (c) costs, capacities or rates, start-up costs, cost reductions and profit objectives, (d) various expectations about future developments in SeaBird's markets, particularly prices, supply and demand and competition, (e) results of operations, (f) margins, (g) growth rates, (h) risk management, as well as (i) statements preceded by "expected", "scheduled", "targeted", "planned", "proposed", "intended" or similar statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, these forward-looking statements are based on a number of assumptions and forecasts that, by their nature, involve risk and uncertainty. Various factors could cause our actual results to differ materially from those projected in a forward-looking statement or affect the extent to which a particular projection is realized.
No assurance can be given that such expectations will prove to have been correct. SeaBird disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.