Green Energy Group (SeaBird Exploration Plc): Private placement
successfully completed
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.
Reference is made to the stock exchange release
by SeaBird Exploration PLC ("SeaBird" or the "Company") on 13
January 2022 regarding the intention to carry out a private
placement (the "Private Placement") of new shares in the
Company.
The Company is pleased to announce that the
Private Placement has been successfully placed, and that it has
allocated subscriptions for 14,000,000 offer shares (the "Offer
Shares") at a subscription price per share of NOK 2.25 (the "Offer
Price"), raising NOK 30 million in net proceeds. The Private
Placement took place through an accelerated bookbuilding process
after close of markets today. The Private Placement attracted
strong interest from both existing shareholders and new investors
and was significantly oversubscribed.
Completion of the Private Placement and the
issuance of the new shares in connection with the Offer Shares were
resolved by the Company's Board of Directors (the "Board"),
pursuant to an authorisation to waive pre-emption rights given at
the Company's Annual General Meeting held on 13 August 2021.
Notification of allocation, including settlement
instructions are expected to be distributed by the Managers on or
about 14 January 2022, with settlement on a delivery versus payment
(DVP) basis on or about 18 January 2022.
Delivery versus payment settlement of the Offer
Shares will be facilitated by existing and unencumbered shares in
the Company that are already listed on the Oslo Stock Exchange. New
shares to be issued by the Company will be settled towards
investors with shares made available pursuant to a share lending
agreement between by Fearnley Securities AS (the "Manager"), the
Company and shareholders Anderson Invest AS, Miel Holding AS,
Grunnfjellet AS and Storfjell AS. Following registration of the
share capital increase pertaining to the Private Placement with the
relevant Cyprus authorities, the Company will have 48,276,665
shares issued and outstanding, each with a par value of USD
0.20.
The Offer Shares will be re-delivered to the
lenders on a separate ISIN. The Offer Shares will be transferred to
the Company's ordinary ISIN and listed upon approval of a listing
prospectus, expected in Q1 2022.
The following allocation have been given to
primary insiders in the Company at the same terms as other
investors:
- Executive
Chairman of the Board Ståle Rodahl, through his wholly owned
company Storfjell AS, has been allocated 667,000 shares. Following
the transaction, he will own 1,922,475 shares in the Company
representing 4.0% of the issued share capital after completion of
the Private Placement.
- Director Øivind
Dahl-Stamnes has been allocated 11,000 shares. Following the
transaction, he will own 43,200 shares in the Company representing
0.1% of the issued share capital after completion of the Private
Placement.
The Board of Directors has resolved to carry out
a subsequent offering of up to 3,500,000 shares raising proceeds of
up to NOK 7,875,000 million at the Offer Price to its existing
shareholders as of close of trading 13 January 2022, as
subsequently recorded in the VPS on 17 January 2022, 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. Such shareholders will be granted
non-tradable subscription rights to subscribe for, and, upon
subscription, be allocated new shares. One subscription right will
entitle the holder to subscribe for one share in the subsequent
offering. Oversubscription for the relevant shareholders will be
allowed. Subscription without subscription rights will not be
allowed.
The Board, together with the Company's
management and the Manager, has considered various transaction
alternatives to secure new financing. Based on an overall
assessment, considering inter alia the need for funding, execution
risk and possible alternatives, the Board has on the basis of
careful considerations decided that the Private Placement is the
alternative that best protects the Company's and the shareholders'
joint interests. Thus, the waiver of the preferential rights
inherent in a share capital increase through issuance of new shares
is considered necessary.
Fearnley Securities AS acted as Bookrunner for
the Private Placement.
Advokatfirmaet Schjødt AS acts as Norwegian
legal counsel to the Company.
For further information, please contact:
Erik von Krogh, CFO
Tel:: + 47 930 38 075
E-mail: erik.von.krogh@sbexp.com
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.
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, and is subject of the
disclosure requirements pursuant to section 5-12 of the Norwegian
Securities Trading Act. 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. Neither the Company nor the Manager
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.
The Manager is acting for the Company and no one
else in connection with the Private Placement and will not be
responsible to anyone other than the Company providing the
protections afforded to their respective clients or for providing
advice in relation to the Private Placement and/or any other matter
referred to in this release.
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.
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