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.
Cyprus, 14 February 2013
Reference is made to the stock exchange notices dated 28 January 2013 published by SeaBird Exploration Plc (the "Company" or "SeaBird") regarding the Private Placement of New Shares and Subsequent Offering of up to 1,500,000 Offer Shares.
The subscription period for the Subsequent Offering of new shares in SeaBird expired at 16:30 (CET) on 13 February 2013. The Subsequent Offering was substantially oversubscribed.
The Board of Directors of SeaBird has approved the final allocation of offer shares in accordance with allocation rights and the allocation principals outlined in the prospectus.
A total of 1,500,000 new shares have been allocated with a subscription price of NOK 7.50 per share. Following the registration of the new shares, the Company will have 43,925,972 shares outstanding.
Letters giving notification of allocated new shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed today. Payment for the allocated shares falls due on or about 19 February 2013 in accordance with the payment procedures described in the prospectus. Subject to timely payment, the new shares will be transferred to the VPS accounts of the subscribers and admitted to trading on the Oslo Stock Exchange on or about the same date.
For further information or 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.