28 November 2012, Limassol, Cyprus:
SeaBird Exploration Plc ("SeaBird" or the "Company") is pleased to announce the successful completion of a Private Placement of 11,000,000 new shares (the "Private Placement") directed towards Norwegian and international institutional investors after the close of the Oslo Stock Exchange on 27 November 2012. The over-subscribed placement was made at a subscription price of NOK 7.50 per share. Total gross proceeds from the Private Placement are NOK 82.5 million.
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.
Following the registration of the new shares, the Company will have 42,425,972 shares outstanding.
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. Payment and delivery of allocated new shares to the investors is expected to be on or about 3 December 2012.
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 NOK 7.50 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.
The shares will trade excluding the right to participate in the subsequent offering from 28 November 2012.
ABG Sundal Collier Norge ASA and Arctic Securities ASA acted as managers and bookrunners for 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.
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 Health, Safety, Security, Environment and Quality (HSSEQ), combined with efficient collection of high quality seismic data. All statements in this press release other than statements of historical fact are forward-looking statements and are subject to a number of risks, uncertainties and assumptions that are difficult to predict, and are based upon assumptions as to future events that may not prove accurate. These factors include SeaBird`s reliance on a cyclical industry and the utilization of the company's vessels. Actual results may differ substantially from those expected or projected in the forward-looking statements.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.