NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG 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.
GREEN ENERGY GROUP (SEABIRD EXPLORATION PLC) ANNOUNCES UPDATE ON SUBSEQUENT OFFERING, ON OFFERING PROSPECTUS AND A TRADING UPDATE
Reference is made to the stock exchange releases by Green Energy Group (SeaBird Exploration Plc, the "Company") on 14 January 2022 regarding the completion of a private placement of new shares (the "Private Placement") and the resolution to carry out a subsequent offering (the "Subsequent Offering") of up to 3,500,000 shares subject to the publication of an offering prospectus approved by the relevant prospectus authority (the "Prospectus").
The Company hereby provides the following update with respect to the forthcoming Subsequent Offering.
The Prospectus
The Prospectus is expected to be approved by the prospectus authority on or around 4 May 2022. The final date of approval remains subject to uncertainty, and will be announced in the ordinary manner when completed.
The Subsequent Offering
The subscription period for the Subsequent Offering is expected to commence on or around 5 May 2022 and expire at 16:30 (CET) on 12 May 2022. The Subsequent Offering will be directed at the Company's shareholders as of close of trading 13 January 2022, as subsequently recorded in the VPS on 17 January 2022 (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 jurisdictions other than Norway) require any prospectus filing, registration or similar action (the “Eligible Shareholders”). The subscription price will be NOK 2.25 per share. Oversubscription will be permitted.
Each Eligible Shareholder will be granted one (1) non-transferable subscription right (the “Subscription Rights”) for every 10 shares in the Company held by such Eligible Shareholder as of the Record Date rounded down to the nearest whole number of Subscription Rights and each Subscription Right will give the right to subscribe for and be allocated one (1) new share in the Company, rounded down to the nearest whole share in the Company.
Dates are subject to clarification. Final dates will be announced when determined, and may differ from indicated dates.
Trading update
The Company refers to its announcement dated 23 January 2022 of a strategic review, where the Company announced its ongoing efforts to consolidate its seismic assets with other parties, and where it also announced that it had received interest from potential partners in said respect.
As a result of these efforts, the Company is pleased to announce that it has signed a letter of intent (the "LoI"), granting exclusivity to a party for a period of time to conduct due diligence towards the acquisition of 100% of the Company's seismic operations by way of a share purchase agreement. The LoI further states that the purchase price shall be calculated on the basis of an enterprise value of USD 53,000,000 on a cash and debt free basis, and with an agreed level of working capital. The LoI is subject to the successful conclusion of the ongoing due diligence and other conditions. There can be no assurance that the ongoing process will materialize in a transaction, or whether the terms of any transaction will reflect the LoI. The Company will update on any significant developments in this process.
Contacts: Ståle Rodahl, Executive Chairman, ph: +47 4840 0593
This information is considered to be inside information pursuant to the EU Market Abuse Regulation. This stock exchange announcement was published by Green Energy Group (SeaBird Exploration PLC), on 28 April 2022 at 08.00 CET.
Important information:
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.
The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. The Company does not assume any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.
