Awilco Drilling PLC: Awilco Drilling continues transformation with appointment of new CEO, declaration of rig newbuilding option and contemplated private placement
APPOINTMENT OF NEW CEO
The Board of Directors of Awilco Drilling PLC (the “Company”) is pleased to announce that Jens Berge has been appointed Chief Executive Officer of the company. Mr Berge will succeed Jon Oliver Bryce. “The Board would like to thank Jon Oliver Bryce for his nine years as Awilco Drilling’s CEO. At the same time, we are very pleased to announce that Jens Berge has accepted to take over the CEO position” says Mr Sigurd E. Thorvildsen, Chairman of the Board of Awilco Drilling PLC. Jens Berge will assume his new position no later than 4 June 2019. In the meantime the Board has appointed Mr Roddy Smith, Chief Operating Officer, as interim CEO.
Jens Berge is a Norwegian citizen. He has served as Chief Operating Officer at Prosafe SE since November 2017. Previously he worked at A.P. Møller Maersk/Maersk Drilling, where he started in 2002 and latest served as Vice President until 2017. Jens Berge holds a double MBA from Columbia Business School, New York, and London Business School. He also has a nautical education from Stavanger Offshore Technical Academy.
With the ordering of two Harsh Environment semi-submersible drilling rigs from Keppel FELS in Singapore, and independent options for a further two rigs, Awilco Drilling is in a growth and investment phase. The Board believes Jens Berge brings the experience and leadership to successfully bring the Company through this important transformation. “Awilco Drilling has a very capable organisation in the UK. Focus is now on building an equally capable organisation in Norway, in parallel with building and taking delivery of the new rigs and ensuring attractive contracts” Mr Thorvildsen continues. “I am excited about the opportunity to lead Awilco Drilling through this next important phase for the Company including building a Norwegian organisation”, says Jens Berge.
DECLARATION OF RIG NEWBUILDING OPTION
Awilco Drilling PLC is also pleased to announce that its fully owned subsidiary Awilco Rig 2 Pte. Ltd. on 8 March 2019 has declared its option with Keppel FELS shipyard in Singapore for the building of one new CS60 ECO MW semi-submersible drilling rig. The rig is designed for harsh environment use, and will be equipped and certified for drilling on the Norwegian Continental Shelf, including in the Barents Sea, in water depths up to 5,000 ft. The rig will be similar to the rig contracted in March 2018. The cost for the rig delivered from the yard in Singapore is approximately USD 425 million. Delivery is planned for March 2022. Two additional options remain, such options being independent of each other. Attached is a Company update reflecting the exercise of the first option.
CONTEMPLATED PRIVATE PLACEMENT
In connection with this option declaration, and as part financing of the equity requirement for the rig, the Company is contemplating a private placement of new shares with gross proceeds up to approximately USD 20 million directed towards Norwegian and international investors (the “Private Placement”), subject to and in compliance with applicable exemptions from relevant registration, filing and prospectus requirements. ABG Sundal Collier ASA, Fearnley Securities AS and Clarksons Platou Securities AS have been retained as joint-lead managers and joint bookrunners (the “Managers”) for the Private Placement.
The subscription price will be fixed at NOK 31.80 per share.
Pre-subscriptions from the existing shareholders amount to more than USD 20 million, including inter alia pre-subscription by Awilhelmsen Offshore AS (currently holding 36.5% of the capital), FVP Master Fund LP (currently holding 19.5% of the capital), QVT Financial LP (currently holding 8.4% of the capital), and Akastor ASA (currently holding 5.5% of the capital). As a consequence, only existing shareholders of the Company can expect to receive allocations in the Private Placement from subscriptions following this announcement.
The application period for the Private Placement will commence today, 8 March 2019 at 16:30 CET and close on 11 March 2019 at 08:00 CET (the “Application Period”). The Company, together with the Managers, may at their own discretion extend or shorten the Application Period at any time and for any reason. The minimum order in the Private Placement has been set to the number of shares that equals an aggregate purchase price of the NOK equivalent of EUR 100,000. 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, including the Norwegian Securities Trading Act and ancillary regulations, are available.
In connection with the Private Placement, the Board of Directors of the Company has resolved to set aside the pre-emptive rights of the existing shareholders. The Board of Directors considers this to be in the best interests of the Company and the shareholders since it allows the Company to raise capital more efficiently, at a lower discount and with lower transaction costs than in a rights offering.
The allocation of shares in the Private Placement will be made at the discretion of the Company’s Board of Directors in consultation with the Managers. Completion of the Private Placement is subject to approval by the Board of Directors of the Company following the end of the Application Period, which will approve the issuance of the new shares (the “New Shares”) in reliance on an authorisation given by the Company’s general meeting.
The Company and the Managers will enter into a share lending agreement with Awilhelmsen Offshore AS in order to facilitate delivery of the shares allocated in the Private Placement on a delivery versus payment basis. As a result, the Private Placement will be settled with existing and unencumbered shares in the Company that are already listed on Oslo Børs. The shares delivered to the subscribers will thus be tradable on Oslo Børs upon allocation. The Managers will settle the share loan with the New Shares which will be delivered to Awilhelmsen Offshore AS on a separate VPS account blocked in favour of the Managers. The blocking of the VPS account will be lifted and the New Shares which will be tradable on Oslo Børs once a listing prospectus has been approved by the Financial Supervisory Authority of Norway, expected in May 2019.
Subject to completion of the Private Placement, the Board of Directors intends to carry out a subsequent offering of new shares (the “Subsequent Offering”). The Subsequent Offering will be directed towards shareholders in the Company as of close of trading today, 8 March 2019, as registered in the VPS on 12 March 2019 (the “Record Date”) who were not allocated shares in the Private Placement, and who are not resident in a jurisdiction where such offering would be unlawful, or would (in a jurisdiction other than Norway) require any prospectus filing, registration or similar action (“Eligible Shareholders”). Eligible Shareholders will receive non-transferable subscription rights based on their shareholding as of the Record Date. The subscription rights will give Eligible Shareholders a preferential right to subscribe for and be allocated shares in the Subsequent Offering. The subscription price in the Subsequent Offering will be equal to the subscription price in the Private Placement. The Company will issue a separate stock exchange notice with further information about the participation in the Subsequent Offering if and when finally resolved.
For further information regarding appointment of new CEO, please contact:
Sigurd E. Thorvildsen, Chairman of the Board
Phone: +47 22 01 42 00
For further information regarding the declaration of rig newbuilding option and contemplated private placement, please contact:
Cathrine Haavind, IR Manager
Phone: +47 93 42 84 64
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.