Completed NOK 350 million private placement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA 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.
Stavanger, 26 October 2023: Reference is made to the stock exchange release from Prosafe SE (“Prosafe” or the “Company”) published 25 October 2023 regarding a contemplated private placement. The Company hereby announces that it has raised approx. NOK 350 million in gross proceeds through a private placement of 5 833 333 new shares (the “New Shares”) at a price per share of NOK 60.00 (the “Offer Price”) (the “Private Placement”).
The Company has appointed Pareto Securities AS and SpareBank 1 Markets AS as joint global coordinators and joint bookrunners, and Carnegie AS and Clarksons Securities AS as joint bookrunners (together the “Managers“). The Private Placement took place through an accelerated bookbuilding process after close of market.
The net proceeds from the Private Placement will be used for working capital, preparation for commencement of new contracts and general corporate purposes.
With the successful Private Placement, Prosafe has significantly strengthened its liquidity position and is now fully funded through 2024. This provides the Company with runway to secure new contracts in an improving market and to continue pursuing strategic alternatives ahead of a refinancing at year-end 2025.
Notification of conditional allocation will be sent to the applicants by the Managers on 26 October 2023 before 09:00 hours CEST.
Completion of the Private Placement is subject to (i) an extraordinary general meeting expected to be held on or about 16 November 2023 (the “EGM”) in the Company resolving to approve the Private Placement and issue the Offer Shares, (ii) the pre-payment agreement expected to be entered into between the Company and the Managers (the “Pre-Payment Agreement”) remaining in full force and effect, (iii) the share capital increase pertaining to the issuance of the Offer Shares being validly registered with the NRBE, and (iv) the Offer Shares being validly issued and registered in the Norwegian Central Securities Depository (Euronext Securities Oslo or the “VPS”) (jointly the “Conditions”).
The Company’s share capital following the Private Placement will be EUR 21 690 040 divided into 17 352 032 shares, each with a par value of EUR 1.25 per share.
The Offer Shares allocated in the Private Placement are expected to be settled on a delivery versus payment (“DVP”) basis on or about 21 November 2023, following completion of the Conditions including the share capital increase pertaining to the Offer Shares being registered with the Norwegian Register of Business Enterprises (the “NRBE”), expected on or about 20 November 2023. The DVP settlement will be facilitated by prepayment under the terms of the Pre-Payment Agreement. The Offer Shares cannot be traded on Oslo Børs before the share capital increase pertaining to the issuance of the Offer Shares has been registered with the NRBE. The Company will announce when such registration has taken place, and the Company expects that the Offer Shares, except for those Offer Shares described in the paragraph immediately below, will commence trading on Oslo Børs on or about 20 November 2023.
A portion of the Offer Shares in the Private Placement will be delivered on a separate, temporary ISIN pending approval of a listing prospectus by the Financial Supervisory Authority of Norway and will not be listed or tradable on Oslo Børs until the listing prospectus has been published (expected at the end of November 2023 approx. 1 week post the EGM). Certain investors with subscription indications from the wall-crossing phase in the Private Placement have accepted to take delivery of the majority of such Offer Shares. All other investors will receive a pro rata portion of their allocated Offer Shares (i) in accordance with the DVP settlement timeline described above (immediate trading after EGM), and (ii) in accordance with the mentioned listing prospectus timeline (delayed trading after EGM).
Gross Management AS, controlled by Glen Rødland, chair of the Board of directors, have subscribed for and been allocated 71,167 shares. Vicama Capital AS, related party of Simen Flaaten, member of the Board of Directors, have subscribed for and been allocated 184,917 shares. Nina Udnes Tronstad, member of the Board of Directors, have subscribed for and been allocated 1 667 shares. Reese McNeel, CE/CFO, have subscribed for and been allocated 1 250 shares.
Subject to completion of the Private Placement, Glen Rødland holds 211 167 shares and votes, Simen Flaaten holds 532 288 shares and votes, Nina Udnes Tronstad holds 7 667 shares and votes, and Reese McNeel holds 1500 shares and votes, and 120 000 options.
The Private Placement represents a deviation from the shareholders’ pre-emptive right to subscribe for the Offer Shares. The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange’s Guidelines on the rule of equal treatment, and deems that the proposed Private Placement is in compliance with these obligations. The Board is of the view that it is in the common interest of the Company and its shareholders to raise equity through a private placement, particularly in light of the current market conditions and the purpose for which the funds are raised. By structuring the equity raise as a private placement, the Company is expected to raise equity efficiently and in a timely manner, with a lower discount to the current trading price, at a lower cost and with a significantly reduced completion risk compared to a rights issue. It has also been taken into consideration that the Private Placement is based on a publicly announced accelerated bookbuilding process and subject to shareholder approval at the EGM.
Subject to, inter alia, completion of the Private Placement and approval by the EGM to be summoned, approval and publication of a prospectus and prevailing market price of the Company’s shares being higher than the Offer Price as determined by the board of directors, the board of directors proposes to carry out a subsequent offering of up to 1 333 333 new shares at the Offer Price (the “Subsequent Offering“). A Subsequent Offering shall, if made, and on the basis of the prospectus, be directed towards existing shareholders in the Company as of 25 October 2023, as registered in the Company’s register of shareholders with Euronext Securities Oslo on 27 October 2023, and who (i) were not included in the wall-crossing phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) 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 (the “Eligible Shareholders“). The Eligible Shareholders are expected to be granted non-tradable subscription rights. Oversubscription and subscription without subscription rights will not be allowed. The subscription period in a Subsequent Offering is expected to commence shortly after publication of the prospectus. The Company will issue a separate stock exchange notice with further details on the Subsequent Offering. The Company reserves the right in its sole discretion to not conduct or to cancel the Subsequent Offering.
Ro Sommernes advokatfirma DA is acting as legal advisor to the Company in connection with the Private Placement.
Prosafe is a leading owner and operator of semi-submersible accommodation vessels. The company is listed on the Oslo Stock Exchange with ticker code PRS.
For more information, please refer to www.prosafe.com (https://www.prosafe.com)
For further information, please contact:
Reese McNeel, CEO/CFO
Phone: +47 51 64 25 17 / +47 415 08 186
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act and the EU Market Abuse Regulation (MAR).