SeaBird Exploration Plc: Contemplated private placement
Published June 30, 2021 - 17:50 PM
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, 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.
Seabird Exploration PLC, in the process of changing its name to Green Energy Group (“the “Company”) has retained Fearnley Securities AS as Bookrunners (the “Managers”) to advise on and effect a private placement (the “Private Placement”) of new shares, with the intention to raise gross proceeds of approximately NOK 30 million.
The net proceeds to the Company from the Private Placement will be applied towards working capital requirements related to increasing activities within existing and new business segments, as well as towards general corporate purposes.
The Private Placement will be directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate amounts below EUR 100,000 to the extent exemptions from the prospectus requirements in accordance with applicable regulations, including the Norwegian Securities Trading Act and the prospectus regulation 2017/119 and ancillary regulations, are available.
The offer price in the Private Placement will be determined by the board of directors of the Company (the “Board”) following an accelerated bookbuilding process. The bookbuilding and application period for the Private Placement commences today, on  June 2021 at 16:30 CEST, and is expected to close no later than  July 2021 at 08:00 CEST. The Company, after consultation with the Managers, reserves the right to at any time and in its sole discretion close or extend the application period. If the bookbuilding is shortened or extended, the other dates referred to herein may be changed correspondingly.
Allocation of the shares in the Private Placement will be determined after the expiry of the bookbuilding period, and the final allocation will be made by the Board at its sole discretion, following advice from the Managers. DVP settlement will be facilitated by existing and unencumbered shares in the Company being borrowed by Fearnley Securities AS from certain existing shareholders pursuant to a share lending agreement between such parties and the Company, meaning that shares so settled will be tradable from allocation. The Managers will settle the share loan with new shares in the Company to be issued by a resolution of the Board.
Completion of the Private Placement is subject to the corporate resolutions of the Company required to implement the Private Placement, including a resolution of the Board to proceed with the Private Placement following the expiry of the bookbuilding period and to increase the share capital of the Company.
The Company has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs’ Circular no. 2/2014 and is of the opinion that the waiver of the preferential rights inherent in a private placement, taking into consideration the time, costs and risk of alternative methods of the securing the desired funding, is in the common interest of the shareholders of the Company. Subject to completion of the Private Placement and depending on the results of the bookbuilding, the Board of Directors of the Company will consider to carry out a subsequent offering directed towards existing shareholders in the Company as of the end of trading today,  June 2021 (and as registered in the VPS as of the end of  July 2021) 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 who were not allocated shares in the Private Placement (the “Subsequent Offering”). The subscription price in a potential Subsequent Offering will be equal to the subscription price in the Private Placement.
For more information, please contact:
Erik von Krogh
Tel:: + 47 930 38 075
E-mail: firstname.lastname@example.org (mailto:email@example.com)
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
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, subscription or purchase of shares in the Company is 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 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 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.Forward-looking statements: 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.