Completed 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, 10 May 2023: Reference is made to the stock exchange release from Prosafe SE (“Prosafe” or the “Company”) published earlier today regarding a contemplated private placement. The Company hereby announces that it has raised USD 30 million in gross proceeds through a private placement of 2,720,000 new shares (the “Offer Shares”) at a price per share of NOK 117 (the “Private Placement”). The Private Placement took place through an accelerated bookbuilding process managed by DNB Markets, a part of DNB Bank ASA and Pareto Securities AS acting as joint global coordinators and joint bookrunners (jointly, the “Global Coordinators”), and ABG Sundal Collier ASA, Carnegie AS, Clarksons Securities AS, and Sparebank 1 Markets AS acting as joint bookrunners (jointly, the “Joint Bookrunners”) (together with the Global Coordinators, referred to as the “Managers”).
The net proceeds from the Private Placement will be used for working capital, preparation for commencement of new contracts and general corporate purposes.
North Sea Strategic Investments AS and HV VI Invest Sierra AS have undertaken a three months’ lock-up on customary terms and conditions. Board and management have undertaken a six months’ lock-up on customary terms and conditions.
The Offer Shares will be settled with existing and unencumbered shares in the Company, that are already listed on Oslo Børs, pursuant to a share lending agreement (the “Share Lending Agreement“) between the Company, DNB Markets, a part of DNB Bank ASA (on behalf of the Managers) and certain funds controlled by HitecVision AS, Alden AS and Vicama Capital AS.
Notices of allocation of Offer Shares are expected to be distributed to investors on 11 May 2023 (T). Settlement of Offer Shares is expected to take place on or about 16 May 2023 (T+3) on a delivery versus payment basis, subject to fulfilment of the conditions below.
The completion and settlement of the Private Placement is conditional on (i) all necessary corporate resolutions being validly made by the Company, (ii) the board authorisation granted by the Company’s annual general meeting held on 10 May 2023 having been registered in the Norwegian Register of Business Enterprises (Foretaksregisteret), which is expected on or about 12 May 2023, and (iii) the Share Lending Agreement remaining unmodified and in full force and effect.
Gross Management AS, controlled by Glen Rødland, chair of the Board of directors, have subscribed for and been allocated 40 000 shares. Reese McNeel, CFO, have subscribed for and been allocated 750 shares, at the Offer Price. Following completion of the Private Placement, Gross Management holds 140 000 shares and votes, and Reese McNeel holds 750 shares and votes, and 100 000 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, in 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.
Subject to, inter alia, completion of the Private Placement, approval by the extraordinary general meeting 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 427 350 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 10 May 2023, as registered in the Company’s register of shareholders with Euronext Securities Oslo on 12 May 2023, and who (i) were not included in the pre-sounding 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 are not 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:
Jesper K. Andresen, CEO
Phone: +47 51 65 24 30 / +47 907 65 155
Reese McNeel, CFO
Phone: +47 51 64 25 17 / +47 415 08 186
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.