Archer Limited: Approval of prospectus and launch of subsequent offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN 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.
Hamilton, Bermuda, 10 March 2023
Reference is made to the stock exchange announcements made by Archer Limited ("Archer" or the "Company") on 7 March 2023 regarding the successful completion of a private placement of 1,040,000,000 new shares in the Company, each with a par value of USD 0.01, at a subscription price of NOK 1.0 per Share, raising gross proceeds of the NOK equivalent of USD 100 million (the "Private Placement") and a potential subsequent offering of up to 228,800,000 new common shares, each with a par value of USD 0.01, (the "Offer Shares") at the same subscription price as in the Private Placement (the "Subsequent Offering").Dag Skindlo, CEO of Archer, comments:
“As we have now secured the inprincipal agreement on refinancing of Archer, we are pleased to announce the approval of the prospectus prepared in connection with the new private placement shares and the other shares to be issued in connection with the refinancing, and also provide the details of the subsequent repair offering. The subsequent offering provides an opportunity for existing shareholders who did not participate in the placing of new shares to, on the terms set out in the prospectus, subscribe for 3,33 new shares per share held at the record date, at the same subscription price as in the initial placing.
We are happy to see that about 58% of the shares in the private placement were subscribed for and allocated to our existing shareholders. Furthermore, should the subsequent offering be fully utilized as outlined, as much as two thirds of the total equity raise will come from existing shareholders.“
Approval and publication of the Prospectus:
The Financial Supervisory Authority of Norway (Nw. Finanstilsynet) has today, on 10 March 2023, approved a prospectus prepared by the Company (the "Prospectus") for the purpose of listing the new shares to be issued in connection with the Refinancing as well as the offering and listing of the Offer Shares in the Subsequent Offering.
The Prospectus will, subject to regulatory restrictions in certain jurisdictions, be made available at the following websites before start of the subscription period for the Subsequent Offering at 09:00 (CET) on Monday 13 March 2023: www.dnb.no/emisjoner, www.paretosec.com/transactions, www.seb.no, www.sb1markets.no and www.arctic.com/secno/en/offerings.
The 618,800,000 new shares issued in tranche 1 of the Private Placement will be moved to the ordinary ISIN of the Company and become fully tradeable shortly after publication of the Prospectus.
The Subsequent Offering:
The Company has decided to proceed with the Subsequent Offering. The Subsequent Offering will be directed towards the Company's shareholders as of 6 March 2023 (as documented by the shareholder register in the VPS as of the end of 8 March 2023 (the "Record Date")) who (i) were not allocated Shares in the Private Placement and (ii) 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 ("Eligible Shareholders").
Eligible Shareholders will be granted 3.33018 non-transferable subscription rights (the "Subscription Rights") for each Share recorded as held as of expiry of the Record Date. The number of Subscription Rights granted to each Eligible Shareholder will be rounded down to the nearest whole Subscription Right. Each Subscription Right will give the right to subscribe for and be allocated one (1) Offer Share rounded down to the nearest whole share, subject to applicable securities laws. Over-subscription will be permitted, but there can be no assurance that Offer Shares will be allocated for such subscriptions. Subscription without Subscription Rights will not be permitted.
The subscription period for the Subsequent Offering commences on 13 March 2023 at 09:00 hours (CET) and, subject to any extension, expires on 24 March 2023 at 16:30 hours (CET) (the "Subscription Period"). Subscription Rights that are not used to subscribe for Offer Shares before expiry of the Subscription Period will have no value and will lapse without compensation to the holder.
Subscriptions for Offer Shares must be made in accordance with the procedures set out in the Prospectus. Subscription for Offer Shares may be made by submitting a correctly completed subscription form, attached as Appendix A to the Prospectus, to the Managers in accordance with the terms and conditions set out in the Prospectus. The Subscription Form will be available on www.dnb.no/emisjoner, www.paretosec.com/transactions, www.sb1markets.no/transaksjoner, www.seb.no and www.arctic.com/secno/en/offerings. Subscribers who are residents of Norway with a Norwegian personal identification number are encouraged to subscribe for Offer Shares through the VPS online subscription system or by following the link on www.dnb.no/emisjoner, www.paretosec.com/transactions, www.seb.no, www.sb1markets.no/transaksjoner or www.arctic.com/secno/en/offerings.
Allocation of the Offer Shares in the Subsequent Offering will take place on or about 27 March 2023. Notifications of allocated Offer Shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed in a letter or in contract notices on or about 27 March 2023. Assuming due payment of the Offer Shares subscribed for and allocated in the Subsequent Offering, delivery of the Offer Shares is expected to take place on or about 4 April 2023.
The Company reserves the right, in its sole discretion, to cancel the Subsequent Offering due to market conditions, including if the price of the Company's Shares on the Oslo Stock Exchange trade below the Offer Price in the Subsequent Offering.
Additional information regarding the Subsequent Offering and further instructions regarding the procedures for subscription of the Offer Shares, payment and delivery are included in the Prospectus.
Advisors:
DNB Markets, part of DNB Bank ASA ("DNB Markets"), Pareto Securities AS, Sparebank 1 Markets, Skandinavia Enskildabanken AB (Public) Oslo Branch and Arctic Securities AS are acting as managers in the Subsequent Offering (jointly the "Managers").
Advokatfirmaet Schjødt AS is acting as legal advisor to the Company and Advokatfirmaet Wiersholm AS is acting as legal advisors to the Managers.
For additional information, please contact:
Dag Skindlo, Chief Executive Officer
Mobile: +47 982 26 624
Email: dag.skindlo@archerwell.com
Espen Joranger, Chief Financial Officer
Mobile: +47 982 06 812
Email: espen.joranger@archerwell.com
Joachim Houeland, Manager Treasury and Investor Relations
Mobile: +47 482 78 748
Email: joachim.houeland@archerwell.com
Additional information about the Company can be found at:
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Important information:
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The “Prospectus Regulation” means Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures) in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investments activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
The issue, subscription or purchase of shares or other financial instruments 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.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. Any forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Such assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying any forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on any forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
This announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation as implemented in any Member State.