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.
Reference is made to the stock exchange release from SeaBird Exploration PLC ("SeaBird" or the "Company") published today regarding the intention to carry out a private placement of up to 1,000,000,000 new shares in the Company (the "Private Placement").
The Company announces today that it has received subscription commitments for 1,000,000,000 new Class A shares (the "Offer Shares") at a price of NOK 0.10 per Offer Share, which will raise NOK 100 million in gross proceeds. The completion of the Private Placement is conditional upon an extraordinary general meeting of the Company (the "EGM") authorizing the issue of the Offer Shares (the "EGM Condition"). The EGM is expected to be held on or around the 2nd of October 2017.
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 converted automatically into ordinary shares of the Company (the "Conversion") at a rate of 1 Offer Share to 1 ordinary share of nominal value US$ 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 US$ 0.1 to US$ 0.001, such reduction to be proposed 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 of the 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 payment date for the Offer Shares will be set by the Company, and will fall as soon as practicable following the EGM.
Subject to approval by the EGM and completion of the Private Placement, the Company may carry out a subsequent repair offering of Class A shares raising proceeds of up to 5m NOK 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 and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action.
The following pre-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:
· CEO Christophe Debouvry, NOK 800,000
· CFO Nils Haugestad, NOK 800,000
· VP Business Development 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.
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.
For further information, please contact:
CEO SeaBird Exploration
Phone: +47 22402705
CFO SeaBird Exploration
Phone: +47 22402717
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.
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