Cyprus, 28 January 2013
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Reference is made to the stock exchange notices dated 28 November 2012 and 25 January 2013 published by SeaBird Exploration Plc (the "Company") regarding the Private Placement (the "Private Placement") of New Shares and Subsequent Offering, the issue of shares in relation to which has been authorised by the EGM.
The Financial Supervisory Authority of Norway has on 28 January 2013 approved the prospectus (the "Prospectus") concerning the following:
Listing of 11,000,000 New Shares in SeaBird Exploration Plc issued in connection with a private placement completed on 27 November 2012 at a subscription price of NOK 7.50 per New Share.
Subsequent Offering and Listing on Oslo Børs of up to 1,500,000 Offer Shares in SeaBird Exploration Plc at a subscription price of NOK 7.50 per Offer Share. The offering is directed towards Eligible Shareholders only.
As defined in the Prospectus, the Application Period in the Subsequent Offering is from 30 January 2013 at 9:00 CET to 13 February 2013 at 16:30 CET. Only Eligible Shareholders can apply for shares in the Subsequent Offering. Eligible Shareholders are the shareholders of the Company as of 27 November 2012, as registered in the VPS on 30 November 2012, except for (i) shareholders who were given the opportunity to subscribe for New Shares in the Private Placement and holding more than 299,999 Shares, (ii) shareholders that participated in the Private Placement and (iii) shareholders who are restricted from participating in the Subsequent Offering due to laws and regulations in their home country jurisdiction.
The Prospectus will be made available on www.seabird.no, www.abgsc.no and www.arcticsec.no.
The 11,000,000 New Shares issued in the Private Placement have been registered on a separate ISIN (being ISIN CY0103252116) pending approval of the Prospectus and will assume the Company's ordinary ISIN and be listed and tradable on Oslo Børs from and including 29 January 2013.
For further information, please contact:
CEO SeaBird Exploration
Phone: +47 90883737
CFO SeaBird Exploration
Phone: +971 4 427 1700
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 announcement is not and does not form a part of any offer for sale of securities.
Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other 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 exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does 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 offering of the securities referred to in this announcement will be made by means of a prospectus.
This announcement is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive"). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. In any EEA Member State other than Norway that has implemented 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, i.e., only to investors who can receive the offer without an approved prospectus in such EEA 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 investment activity to which this communication relates is available only to 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.