NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange announcement by Prosafe SE (the “Company” or “Prosafe”) on 26 October 2023 regarding the successfully placed private placement of 5 833 333 new shares in the Company, raising gross proceeds of NOK 350 million (the “Private Placement”) and the contemplated subsequent offering (the “Subsequent Offering”) of up to 1 333 333 new shares in the Company.
The Company has today received approval of a combined listing and offer EEA prospectus (the "Prospectus").
The Prospectus will be made available electronically at www.paretosec.com/transactions and www.sb1markets.no/transaksjoner/ prior to the commencement of the Subscription Period (as defined below) and is expected to be published on 29 November 2023.
THE SUBSEQUENT OFFERING
The Subsequent Offering comprises the issue of up to 1 333 333 new shares (the "Offer Shares") in the Company, each with a nominal value of EUR 1.25, at a subscription price of NOK 60 per share, which is equal to the subscription price in the Private Placement. The Subsequent Offering will result in NOK 80 million in gross proceeds, if all the Offer Shares are allocated and issued.
The Subsequent Offering is directed towards shareholders in the Company as of 25 October2023 (as registered in the Norwegian Central Securities Depository (the "VPS") two trading days thereafter, on 27 October 2023 (the “Record Date”)) 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").
Eligible Shareholders will be granted 0.491935 non-transferable Subscription Rights for every existing share in the Company registered as held by such Eligible Shareholder as of the Record Date. Each whole Subscription Right will, subject to applicable securities laws, give the right to subscribe for and be allocated one Offer Share in the Subsequent Offering. The allocation criteria are set out in the Prospectus. Neither over-subscription nor subscription without subscription rights will be permitted.
The subscription period in the Subsequent Offering will commence on 4 December 2023 at 09:00 hours (CET) and end on 15 December 2023 at 16:30 hours (CET) (the "Subscription Period"). The Company's board of directors may extend the Subscription Period if this is required by law as a result of the publication of a supplemental prospectus. If the Subscription Period is extended, any other dates referred to herein may be amended accordingly.
In order to subscribe for the Offer Shares, the Manager must receive a complete and duly signed subscription form within the end of the Subscription Period. Further instructions regarding the subscription procedure are available in the Prospectus. Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder.
Notifications of allocated Offer Shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed through the VPS system on or about 18 December 2023. The due date for payment of the Offer Shares is on 19 December 2023 (the "Payment Date"). The Offer Shares are expected to be delivered to the subscriber's VPS account on or about 22 December 2023.
The completion of the Subsequent Offering is subject to (i) duly payment of the Offer Shares by the subscribers, (ii) the board of directors resolving to approve the Subsequent Offering and issue the Offer Shares, (iii) registration of the share capital increase pertaining to the Subsequent Offering with the NRBE, and (iv) delivery of the Offer Shares to the subscribers in the VPS.
The Company will make adequate announcements relating to both commencement and final day of the Subscription Period.
ADVISORS
Pareto Securities AS and SpareBank 1 Markets (the "Managers") act as managers in the Subsequent Offering.
Ro Sommernes advokatfirma DA is acting as legal advisor to the Company.
Stavanger, 29 November 2023
Prosafe SE
For more information, please contact:
Glen Ole Rødland, Chair
Phone: +47 907 41 662
Terje Askvig, CEO
Phone: +47 952 03 886
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).
