Contemplated 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, 25 October 2023: Prosafe SE (“Prosafe” or the “Company“) hereby announces a contemplated private placement of up to NOK 350 million by issue of new shares (the “Offer Shares“) in the Company (the “Private Placement“). The subscription price per Offer Share (the “Offer Price”) and the final number of Offer Shares to be issued in the Private Placement will be set by the Company’s board of directors (the “Board“) on the basis of an accelerated bookbuilding process conducted by the Managers (as defined below).
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 net proceeds to the Company from the Private Placement will be used for investments and mobilization costs to enable new contract opportunities, strengthening of the balance sheet and general corporate purposes.
The bookbuilding period in the Private Placement will commence today 25 October 2023, at 16:30 hours CEST and close on 26 October 2023 at 08:00 hours CEST (the “Bookbuilding Period“). The Company and the Managers may, however, at any time resolve to extend or shorten the Bookbuilding Period on short or no notice. If the Bookbuilding Period is extended or shortened, any other dates referred to herein may be amended accordingly.
The allocation of Offer Shares will be determined following the Bookbuilding Period, and the final allocation will be made at the sole discretion of the Board (in consultation with the Managers). The Board will focus on criteria such as (but not limited to) current ownership in the Company, indications from the wall-crossing phase of the Private Placement, price leadership, timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon.
Notification of conditional allocation will be sent to the applicants by the Managers on or about 26 October 2023 before 09:00 hours CEST, subject to any shortenings or extensions of the Bookbuilding Period.
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 a pre-payment agreement expected to be entered into between the Company and the Managers (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). The ratio will depend on the final Offer Price.
The Private Placement will be directed towards selected Norwegian and international investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus, filing and other registration requirements. The minimum application and allocation amount in the Private Placement has been set to the NOK equivalent of EUR 100,000. The Company may, however, 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 Regulation (EU) 2017/1129 (the EU Prospectus Regulation) and ancillary regulations, are available.
Members of the Company’s executive management as well as the chairman of the Board have accepted a 3-months lock-up post the Private Placement.
Completion of the Private Placement is subject to (i) the Board resolving to consummate the Private Placement and conditionally allocate the Offer Shares, (ii) 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, (iii) the Pre-Payment Agreement remaining in full force and effect, (iv) the share capital increase pertaining to the issuance of the Offer Shares being validly registered with the NRBE, and (v) 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 reserves the right to cancel, and/or modify the terms of, the Private Placement at any time and for any reason prior to the Conditions having been met. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
The Private Placement, if completed, 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 will be 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. The Company may, subject to completion of the Private Placement, approval from the EGM and certain other conditions, decide to carry out a subsequent repair offering of new shares at the Offer Price in the Private Placement which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 25 October 2023 (as registered in the VPS two trading days thereafter), 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.
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).