Green Energy Group (Seabird Exploration Plc) announces update on subsequent offering, on offering prospectus and a trading update
28 Abril 2022 - 3:00AM
Green Energy Group (Seabird Exploration Plc) announces update on
subsequent offering, on offering prospectus and a trading update
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.
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