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 shares (the "Offer Shares") in the Company raising gross proceeds of minimum NOK 100 million and a maximum of NOK 150 million (the "Private Placement"). The subscription price (the "Offer Price") in the Private Placement will be determined through an accelerated book-building process. The net proceeds from the Private Placement will be used to finance working capital and potential new investments in vessels and equipment.
The Private Placement
ABG Sundal Collier ASA and SpareBank 1 Markets have been engaged as Joint Lead Managers and 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 on 24 May 2018 and closes at 08:00 CET on 25 May 2018. The Managers may, however, at any time resolve to close or extend the subscription period at its sole discretion and on short notice.
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 are available.
Allocation of the Offer Shares will be determined at the end of the application period, and final allocation will be made by the Company's Board of Directors at its sole discretion. Notification of the allocation is expected to be sent by the Managers on or about 25 May 2018.
The settlement date is expected to be on or about 30 May 2018, subject to the Board of Directors of the Company having resolved to issue the shares.
The Offer Shares will be temporarily issued on a separate ISIN. These shares are expected to be converted to the Company's original ISIN number and be listed and tradable on Oslo Børs early July, subject to approval of a listing prospectus (the "Prospectus") by the Norwegian Financial Supervisory Authority ("NFSA").
The Company and the Managers reserve the right, at any time and for any reason, to cancel and/or modify the terms of the Private Placement.
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.
Subject to completion of the Private Placement, the Company intends to carry out a subsequent repair offering to its existing shareholders as of close of trading 24 May 2017, as subsequently recorded in the VPS, who did not participate in the Private Placement.
As announced on 23 May 2017, the Company recently signed an agreement to supply one 2D vessel for an upcoming survey in North West Europe during this coming summer season. The project is due to commence early Q3-2018 and will run for approximately one month. The company will be using the Harrier Explorer for the work.
Furthermore, the Company is currently in discussions to supply one or more vessels for potential major 2D contracts. If awarded, these projects are currently anticipated to start in the second half of 2018 and could potentially add approximately 15 vessel months to Seabird's backlog.
For further information, please contact:
CEO SeaBird Exploration
Phone: +47 22 40 27 05
CFO SeaBird Exploration
Phone: +47 22 40 27 17
Contact information for the Managers:
ABG Sundal Collier ASA
Telephone: +47 22 01 60 08
SpareBank 1 Markets AS:
Telephone: +47 24 14 74 70
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
About Seabird Exploration:
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.