Dolphin Drilling AS: Private Placement Successfully Completed
Summary
Expected first day of trading will be on or about 30 June (X) subject to conditions being met, and settlement is expected on or about on or about 4 July (DVP X+2).Completion of the Private Placement by allocation and delivery of the Offer Shares to investors is subject to (i) approval by the Companys extraordinary general meeting expected to be held on or about 30 June 2023 ("EGM") of the Private Placement, the issue of the new A-shares and the share capital reduction; (ii) the Agreement remaining unmodified and in full force and effect, and (iii) binding agreements for the Transaction being validly entered into by the parties thereto, including signed letter of agreement to consent (on satisfaction of conditions) for sale of the rigs and novation by the counterparties to the drilling contracts.Subject to relevant approvals by the EGM, SVP and SDS have undertaken to use the full proceeds received from the settlement of the Private Placement, in addition to the consideration payable for Offer Shares allocated to SVP and SDS, to acquire new A-shares in the Company. The Board has considered the Private Placement in light of the equal treatment obligations under applicable regulations and is of the opinion that the waiver of the preferential rights inherent in a private placement, taking into consideration the time, costs and risk of alternative methods of the securing the desired funding, is in the common interest of the shareholders of the Company.The Company intends to carry out a subsequent offering with non-tradeable subscription rights of up to 11,100,000 new shares in the Company at the Subscription Price, each with a par value of NOK 10 (to be adjusted to NOK 1 per share following completion of the share capital reduction), for gross proceeds of up to NOK 83,250,000 (equal to up to 13.1% of the size of the Private Placement) which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of end of trading on 22 June 2023 (as registered in the VPS two trading days thereafter) 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 "Subsequent Offering"). Under the LTIP, 6,225,000 options will be granted with the following strike price and vesting structure: 1/3 after 12 months with a strike price aligning with the Offer Price in the Private Placement, 1/3 after 24 months with a strike price of NOK 15 and 1/3 after 36 months with a strike price of NOK 18.Arctic Securities AS, Clarksons Securities AS, DNB Markets, a part of DNB Bank ASA, Fearnley Securities AS and Pareto Securities AS are acting as Managers for the Private Placement.Advokatfirmaet Schj\xf8dt AS is acting as legal advisor to the Company and Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal advisors to the Managers.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.This stock exchange announcement was published by Ingolf Gillesdal, Head of Investor Relations Dolphin Drilling AS on 22 June 2023 at the time set out in this notice on behalf of the Company.For further information, please contact:Dolphin Drilling is a leading harsh environment drilling contractor for the offshore oil and gas industry. Persons distributing this communication must satisfy themselves that it is lawful to do so.The issue, subscription or purchase of shares or other financial instruments in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements.