THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES (OR TO UNITED STATES PERSONS), CANADA, ITALY, DENMARK, AUSTRALIA OR JAPAN.
Seadrill Limited announced today that it intends to issue up to US$900 million in principal amount of convertible bonds with a five-year tenor. This amount includes an option (in respect of up to US$150 million in principal amount) that has been granted to the joint bookrunners of the offering.
The senior unsecured bonds are convertible into common shares of the Company. The bonds are expected to have an annual coupon in the range of 3.625% - 4.125% payable semi-annually in arrear and a conversion premium of 40% - 45% over the volume weighted average price of the Company's shares on the Oslo Stock Exchange (converted into US$) at the time of pricing.
The convertible bonds will be issued and redeemed at 100% of their principal amount and will, unless previously redeemed, converted or purchased and cancelled, mature in November 2012. Seadrill has the right to call the bonds after three years plus 21 days, if the value of the Seadrill shares underlying one bond on the Oslo Stock Exchange (translated into US$) exceeds, for a specified period of time, 130% of the principal amount of the bond.
The bonds are expected to be settled on or around 8 November, 2007. Seadrill may decide to list the bonds on an exchange at a later stage.
The proceeds from the convertible bond offering will be partly used as alternative unsecured top-up financing for the existing 14 new buildings Seadrill has under construction. The major part of the bond proceeds is however expected to be used to secure future growth of the Company's assets in addition to the existing new building commitments.
ABG Sundal Collier and Deutsche Bank are acting as joint bookrunners, joint lead-managers and sole syndicate members for the offering.
This announcement does not constitute or form part of an offer to sell or the solicitation of an offer to subscribe for any securities of Seadrill Limited.
Seadrill expects to announce the final terms and conditions related to the convertible bond transaction on Monday October 29, 2007.
IMPORTANT NOTE
NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA (OR TO US PERSONS), AUSTRALIA, CANADA, JAPAN OR ITALY, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
This press release is for information purposes only and does not constitute or form part of, and should not be construed as an offer or an invitation to sell or issue, or the solicitation of any offer to buy or subscribe for, any securities. In connection with this transaction there has not been, nor will there be, any public offering of the Bonds. No prospectus will be prepared in connection with the offering of the Bonds. The Bonds may not be offered to the public in any jurisdiction in circumstances which would require Seadrill to prepare or register any prospectus or offering document relating to the Bonds in such jurisdiction. The distribution of this press release and the offer and sale of the Bonds in certain jurisdictions may be restricted by law. Any persons reading this press release should inform themselves of and observe any such restrictions.
In connection with the offering of the convertible bonds, Deutsche Bank (the "Stabilising Manager") or any person acting on behalf of the Stabilising Manager, may over-allot and effect transactions with a view to supporting the market price of the Bonds at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action, if begun, may be ended at any time, and must be brought to an end after a limited period.
Stabilisation/FSA
This press release does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States. The securities referred to herein (including the Bonds and the shares of Seadrill) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the laws of any state within the U.S., and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons, except in a transaction not subject to, or pursuant to an applicable exemption from, the registration requirements of the Securities Act or any state securities laws. This press release and the information contained herein may not be distributed or sent into the United States, or in any other jurisdiction in which offers or sales of the securities described herein would be prohibited by applicable laws and should not be distributed to United States persons or publications with a general circulation in the United States. No offering of the Bonds is being made in the United States.
This press release is only being distributed to and is only directed at (i) persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (ii) high net worth entities falling within Article 49(2) of the Order and (iii) persons to whom it would otherwise be lawful to distribute it (all such persons together being referred to as "relevant persons"). The Bonds are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Bonds will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this press release or any of its contents.
Analyst contact
Jim Daatland
VP Investor Relations
Seadrill Management AS
+47 51 30 99 19
Media contact
Trond Brandsrud
Chief Financial Officer
Seadrill Management AS
+47 51 30 99 19
Seadrill Limited
Hamilton, Bermuda
October 26, 2007