NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, SWITZERLAND, CANADA, JAPAN, 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, 20 November 2017
Reference is made to the stock exchange announcement dated 19 December 2017 regarding the preliminary result of the subsequent offering of up to 50,000,000 new Class A shares (the "Offer Shares") in SeaBird Exploration PLC ("SeaBird" or the "Company") at a subscription price of NOK 0.10 per share (the "Subsequent Offering").
The subscription period in the Subsequent Offering expired on 19 November at 16:30 CET. By the end of the subscription period, the Company had received valid subscriptions for a total of 70,704,994 Offer Shares. Hence, 50 million Offer Shares will be issued.
Notifications of allocated Offer Shares in the Subsequent Offering and the corresponding amount to be paid by each subscriber will be set out in a separate letter to each subscriber to whom Offer Shares have been allotted. The allocation letters are expected to be sent today.
No primary insiders have received allocation of Offer Shares in the Subsequent Offering.
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 a 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.
ABG Sundal Collier and Arctic Securities acted as joint bookrunners in 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, Switzerland, Canada, Japan, Hong Kong 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, Switzerland, Canada, Japan, Hong Kong 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 Subsequent Offering 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 Subsequent Offering and/or any other matter referred to in this release.