SeaBird Exploration: Approved prospectus and commencement of subsequent offering

 

 

 

SeaBird Exploration: Approved prospectus and commencement of subsequent offering

NOT  FOR RELEASE, PUBLICATION OR  DISTRIBUTION, IN WHOLE OR  IN PART DIRECTLY OR INDIRECTLY,  IN  AUSTRALIA,  CANADA,  JAPAN, SWITZERLAND, 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.

Reference is made to the stock exchange release from SeaBird Exploration PLC (“SeaBird” or the “Company”) published on 15 September 2017 regarding the successful completion of a private placement of 1,000,000,000 new shares in the Company (the “Private Placement”) and a potential subsequent repair offering of up to 50,000,000 new shares in the Company (the “Subsequent Offering”).

The Norwegian Financial Supervisory Authority has approved the prospectus of the Company dated 4 December 2017 (the “Prospectus”) related to the Private Placement and the Subsequent Offering and listing of up to 50,000,000 new shares (the “Offer Shares”), each with a par value of NOK 0.001.

The Prospectus can be obtained electronically by downloading it from www.sbexp.com, www.abgsc.no and www.arctic.com, or by contacting ABG Sundal Collier or Arctic Securities (the “Managers”).

In the Subsequent Offering, the Company will, subject to applicable securities laws, grant rights to subscribe for Offer Shares to shareholders in the Company as of close of trading on 15 September 2017 as registered in the Norwegian Central Securities Depository (the “VPS”) on 19 September 2017 (the “Record Date”) who were not contacted with respect to the Private Placement, and who are not resident in a jurisdiction where such offering would be unlawful or (for jurisdictions other than Norway) would require any prospectus, filing, registration or similar action (“Eligible Shareholders”).

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 publication of this Prospectus and a subsequent 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.

The subscription period in the Subsequent Offering commences on 5 December 2017 at 09:00 CET and will end on 19 December 2017 at 16:30 CET (the “Subscription Period”). The subscription price in the Subsequent Offering is NOK 0.10 per Offer Share, which is the equal to the subscription price in the Private Placement.

Eligible Shareholders will be granted 1.51 Subscription Rights for each share held. Each Subscription Right will give the right to subscribe for one (1) Offer Share. The Subscription Rights will not be tradable or listed on the Oslo Stock Exchange. Oversubscription is permitted.

In order to subscribe for shares, one of the Managers must receive a complete and duly signed subscription form within the end of the Subscription Period. Further instructions regarding the subscription procedure is available in the Prospectus. Subscription Rights not used to subscribe for Offer Shares prior to 16:30 CET on 19 December 2017 will lapse without compensations to the holder and consequently be of no value.

Notifications of allocation in the Subsequent Offering are expected to be issued on or about 20 December 2017. The due date for payment of allocated Offer Shares is 27 December 2017 (the “Payment Due Date”). Delivery of the Offer Shares to investors’ VPS accounts is expected to take place on or about 29 December 2017.

ABG Sundal Collier and Arctic Securities acted as joint bookrunners in the Private Placement and the Subsequent Offering. Advokatfirmaet Schjødt AS acted as Norwegian legal counsel to the Company.

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