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 by SeaBird Exploration PLC ("SeaBird" or the "Company") published today regarding the intention to carry out a private placement (the "Private Placement") of new shares in the Company.
The Company is pleased to announce that the Private Placement has been successfully placed, and that it has allocated subscriptions for 937,500,000 offer shares (the "Offer Shares") at a subscription price of NOK 0.16 (the "Offer Price"), raising NOK 150 million in gross proceeds.
Payment for and delivery of the Offer Shares will be on or about 30 May 2018. The Offer Shares will be delivered on a separate ISIN and will upon approval of a listing prospectus be transferred to the Company's ordinary ISIN and listed, expected early July.
Notices of allocation will be distributed to the investors on 25 May 2018.
The following allocation have been given to primary insiders in the Company at the same terms as other investors:
Chairman of the Board Arne Helland, through his wholly owned company Turning Point AS, has been allocated 2,500,000 shares. Following the transaction he owns 2,500,000 shares in the Company representing 0.12% of the issued share capital after completion of the Private Placement.
Board Member Hans Petter Klohs, through his wholly owned company Carthea AS, has been allocated 1,562,500 shares. Following the transaction he owns 1,562,500 shares in the Company representing 0.08% of the issued share capital after completion of the Private Placement.
CEO Christophe Debouvry has been allocated 4,687,500 shares. Following the transaction he owns 12,687,500 shares in the Company representing 0.62% of the issued share capital after completion of the Private Placement.
The Board of Directors has resolved to carry out a subsequent offering of up to 156,250,000 shares raising proceeds of up to NOK 25 million at the Offer Price to its existing shareholders as of close of trading 24 May 2018, as subsequently recorded in the VPS, who did not participate in 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. Such shareholders will be granted non-tradable subscription rights to subscribe for, and, upon subscription, be allocated new shares. One subscription right will entitle the holder to subscribe for one share in the subsequent offering. Oversubscription for the relevant shareholders will be allowed. Subscription without subscription rights will not be allowed.
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 SpareBank 1 Markets have acted as Joint Lead Managers and Bookrunners in the Private Placement. Advokatfirmaet Schjødt AS acts as Norwegian legal counsel to the Company.
For further information, please contact:
CEO SeaBird Exploration
Phone: +47 22 40 27 05
CFO SeaBird Exploration
Phone: +47 22 40 27 17
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.