NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, SWITZERLAND, HONG KONG OR THE UNITED STATES OR ANY OTHER 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.
(Oslo, 4 December 2017) Reference is made to the stock exchange release from SeaBird Exploration PLC ("SeaBird" or the "Company") published on 15 September 2017 regarding the successful completion of a private placement of 1,000,000,000 new shares in the Company (the "Private Placement") and a potential subsequent repair offering of up to 50,000,000 new shares in the Company (the "Subsequent Offering").
The Norwegian Financial Supervisory Authority has approved the prospectus of the Company dated 4 December 2017 (the "Prospectus") related to the Private Placement and the Subsequent Offering and listing of up to 50,000,000 new shares (the "Offer Shares"), each with a par value of NOK 0.001.
The Prospectus can be obtained electronically by downloading it from www.sbexp.com, www.abgsc.no and www.arctic.com, or by contacting ABG Sundal Collier or Arctic Securities (the "Managers").
In the Subsequent Offering, the Company will, subject to applicable securities laws, grant rights to subscribe for Offer Shares to shareholders in the Company as of close of trading on 15 September 2017 as registered in the Norwegian Central Securities Depository (the "VPS") on 19 September 2017 (the "Record Date") 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 (for jurisdictions other than Norway) would require any prospectus, filing, registration or similar action ("Eligible Shareholders").
The Offer Shares are not listed and tradeable shares. The Offer Shares will be converted to ordinary shares, transferred to the ordinary ISIN of the Company's shares and become tradeable on Oslo Børs under the trading symbol "SBX" upon publication of this Prospectus and a subsequent capital reduction relating to the reduction of the nominal value of the Company's ordinary shares having been completed by the resolution of a competent court in Cyprus.
The subscription period in the Subsequent Offering commences on 5 December 2017 at 09:00 CET and will end on 19 December 2017 at 16:30 CET (the "Subscription Period"). The subscription price in the Subsequent Offering is NOK 0.10 per Offer Share, which is the equal to the subscription price in the Private Placement.
Eligible Shareholders will be granted 1.51 Subscription Rights for each share held. Each Subscription Right will give the right to subscribe for one (1) Offer Share. The Subscription Rights will not be tradable or listed on the Oslo Stock Exchange. Oversubscription is permitted.
In order to subscribe for shares, one of the Managers must receive a complete and duly signed subscription form within the end of the Subscription Period. Further instructions regarding the subscription procedure is available in the Prospectus. Subscription Rights not used to subscribe for Offer Shares prior to 16:30 CET on 19 December 2017 will lapse without compensations to the holder and consequently be of no value.
Notifications of allocation in the Subsequent Offering are expected to be issued on or about 20 December 2017. The due date for payment of allocated Offer Shares is 27 December 2017 (the "Payment Due Date"). Delivery of the Offer Shares to investors' VPS accounts is expected to take place on or about 29 December 2017.
ABG Sundal Collier and Arctic Securities acted as joint bookrunners in the Private Placement and the Subsequent Offering. Advokatfirmaet Schjødt AS acted as Norwegian legal counsel to the Company.
For additional information, please contact:
CEO SeaBird Exploration
Phone: +47 22402705
CFO SeaBird Exploration
Phone: +47 22402717
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.
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 "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 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 assume 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 is 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.