15 September 2017, Limassol, Cyprus
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANYOTHER 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.
SeaBird Exploration Plc ("SeaBird" or the "Company") intends to carry out a private placement of new Class A shares (the "Offer Shares") in the Company, each with a nominal value of USD 0.001, at a subscription price (the "Offer Price") of NOK 0.10 per Offer Share (the "Private Placement"). The Private Placement will be for a minimum of NOK 95 million and a maximum of NOK 100 million corresponding to 950,000,000 to 1,000,000,000 Offer Shares. As further described below, the Offer Shares will initially be issued on a separate ISIN, and will be converted into ordinary shares of the Company following a reduction of the nominal value of the Company's existing share capital. The net proceeds from the Private Placement will be used for working capital purposes to strengthen the financial position of the Company as well as for general corporate purposes. The Company has received irrevocable pre subscriptions for NOK 95 million (the "Pre-subscribers"), who are guaranteed 100% allocation. ABG Sundal Collier ASA and Arctic Securities AS have been engaged as Joint Bookrunners for the Private Placement (the "Managers").
The Private Placement will be carried out on the following terms:
· The application period for the Private Placement opens today at 16:30 CET and closes today at 19:00 CET. The Managers may, however, at any time resolve to close or extend the subscription period at its sole discretion and on short notice.
· The Company has received irrevocable pre subscriptions for NOK 95 million. The Pre subscribers are guaranteed 100% allocation of their subscriptions.
· The Company may at its discretion extend the Private Placement, but the Private Placement will not exceed NOK 100 million.
· The minimum subscription and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available. The final allocation and completion of the Private Placement is subject to approval by the Company's Board of Directors.
· Each Offer Share will rank pari passu with the ordinary shares of the Company in all respects (including carrying the same voting rights and dividend rights as the ordinary shares), and will be convertible automatically into ordinary shares of the Company (the "Conversion") at a rate of 1 Offer Share to 1 ordinary share of nominal value USD 0.001 each, upon effective completion of the reduction of the Company's authorized and issued share capital, through the reduction of the nominal value of its ordinary shares from USD 0.1 to USD 0.001, such reduction to be resolved in a separate extraordinary general meeting of the Company expected to be held in primo/medio October 2017.
· The Offer Shares will be delivered on a separate ISIN, and will upon Conversion and approval of a listing prospectus be transferred to the Company's ordinary ISIN and listed. The conversion process is expected to be finalized by late Q4, pending court approval of the reduction.
· Subject to approval by the EGM and completion of the Private Placement, the Company may carry out a subsequent repair offering of shares raising proceeds of up to NOK 5 million at the Offer Price to its existing shareholders as of close of trading 15 September 2017, as subsequently recorded in the VPS, who were not contacted with respect to the Private Placement.
· The completion of the Private Placement will be conditional upon an extraordinary general meeting of the Company (the "EGM") authorising the issue of the Offer Shares (the "EGM Condition"). The EGM is expected to be held on or around the 2nd of October 2017.
· The payment date will be set by the Company and will fall as soon as practicable following the EGM.
The following subscriptions have been made by the Company's key management, who are guaranteed 100% allocation and are subject to a lock up period of two years provided that the relevant employee is employed by the Company:
Christophe Debouvry, NOK 800,000
Nils Haugestad, NOK 800,000
Kjell Mangerøy, NOK 400,000
The Board, together with the Company's management and the Managers, has considered various transaction alternatives to secure new financing. Based on an overall assessment, taking into account inter alia the need for funding, execution risk and possible alternatives, the Board has on the basis of careful considerations decided that the Private Placement is the alternative that best protects the Company's and the shareholders' joint interests. Thus, the waiver of the preferential rights inherent in a share capital increase through issuance of new shares is considered necessary.
SeaBird has taken pro active measures to address its cost base in light of the weaker seismic market conditions. From an SG&A level of around USD 20 million in 2015, the Company reduced its SG&A to USD 13 million in 2016. Further reductions during 2017 lead to an expected run rate below USD 6 million by year end 2017.
In addition to the previously announced backlog, the Company has entered into two letters of intent, which are subject to the clients obtaining funding for their surveys.
For third quarter 2017, the Company estimates revenues in the range of USD 2.5 to 3.5 million, with an estimated EBITDA, net of any restructuring and non recurring items, of approximately USD negative 6 to negative 8 million.
Relative to the third quarter 2017, the Company expects improved utilisation in the fourth quarter 2017. With this restructuring, the Company has secured substantial improved runway in anticipation of better market conditions.
ABG Sundal Collier ASA and Arctic Securities AS act as financial advisors to the Company. Advokatfirmaet Schjødt AS acts as Norwegian legal counsel to the Company.
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. 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.
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 "US 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 US 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 assumes 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 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 queries contact:
CEO SeaBird Exploration
Phone: +47 22402705
CFO SeaBird Exploration
Phone: +47 22402717