NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA 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.
Oslo, 21 July 2025: Reference is made to the stock exchange announcements made
by Dolphin Drilling AS (the "Company") on 30 May 2025 regarding the private
placement of 29,764,440,000 new shares in the Company raising gross proceeds
of NOK 297,644,400, equal to approx. USD 29 million (the "Private Placement")
and a potential subsequent share offering of up to 27,803,642,659 new shares
in the Company, on 17 June 2025 regarding resolutions made by the Company's
extraordinary general meeting (the "EGM") in connection with the approval of
the Private Placement, and on 16 July 2025 regarding the update on the Private
Placement and Refinancing.
As set out in the announcement on 30 May 2025, consummation of the Private
Placement is subject to: (A) the EGM resolving to approve the Private
Placement, as well as approval of ancillary resolutions to consummate the
Private Placement, including the approval of a share capital reduction and a
board authorisation to issue commission shares; (B) the Company having made
written confirmations in respect of (i) (a) the entering into of a binding
agreement with the existing senior lender regarding the changes to the
existing facility agreement described in the company presentation published on
28 May 2025, in all material respects, subject to customary closing
procedures, the Private Placement being consummated and the existing
shareholder loan (the "Shareholder Loan") being repaid, and (b) the entering
into of a binding agreement with an international financial institution
regarding a new USD 20 million facility (the "New Facility") in all material
respects as described in the company presentation published on 28 May 2025,
and (ii) the ability to fulfil the relevant conditions precedent for draw-down
under the New Facility (i.e., receive funds), subject to customary closing
procedures, the Private Placement being consummated and the Shareholder Loan
being repaid; (C) registration of the aforementioned share capital decrease
and the capital increases set out in item (A) with the Norwegian Register of
Business Enterprises, and (D) the shares allocated in the Private Placement
being validly issued and registered in Euronext Securities Oslo (VPS).
Item (A) was fulfilled through completion of the EGM on 17 June 2025. The
Company hereby announces that all the elements of the conditions set out in
item (B) have been fulfilled, and that Arctic Securities AS, Clarksons
Securities AS and DNB Carnegie, a part of DNB Bank ASA (the "Managers") have
pre-funded the gross proceeds from the Private Placement to a separate blocked
share issue account pursuant to a pre-funding agreement entered into by and
between the Company and the Managers, and that the conditions set out in item
(C) and (D) are expected to be satisfied on or around 22 July 2025 depending
on processing time with the Norwegian Register of Business Enterprises.
Consequently, the Private Placement is expected to be fully consummated on or
around 22 July 2025. In conjunction with the consummation of the Private
Placement, the Shareholder Loan will be repaid, the existing facility
amendments will be effective and the New Facility will be available to the
Company.
Following registration with the Norwegian Register of Business Enterprises of
the simultaneous share capital decrease and increase pertaining to the Private
Placement, expected on or around 22 July 2025, the Company's share capital
will be NOK 300,563,300.99, divided into 30,056,330,099 shares, each with a
nominal value of NOK 0.01. Following registration with the Norwegian Register
of Business Enterprises of the share capital increase pertaining to the
issuance of the commission shares to the investors that pre-committed to the
Private Placement, expected on or around 23 July 2025, by use of a separate
board authorisation, the Company's share capital will be NOK 321,992,692.49,
divided into 32,199,269,249 shares, each with a nominal value of NOK 0.01.
Advisors
Arctic Securities AS, Clarksons Securities AS and DNB Carnegie, a part of DNB
Bank ASA acted as joint global coordinators and joint bookrunners in the
Private Placement. Wikborg Rein Advokatfirma AS
serves as legal counsel to the Company.
*****
For further information, please contact:
Ingolf Gillesdal, CFO
Mob: +47 920 45 320
Mail: Ingolf.gillesdal@dolphindrilling.com
About Dolphin Drilling AS:
Dolphin Drilling AS is an Oslo listed, Aberdeen head-quartered, company which
owns and operates a fleet of harsh environment mid-water & deep-water
semisubmersible drilling rigs, capable of working worldwide.
IMPORTANT INFORMATION
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. None of the Managers or any of their respective
affiliates or any of their respective directors, officers, employees, advisors
or agents accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any
information has been omitted from the announcement) or any other information
relating to the Company, its subsidiaries or associated companies, whether
written, oral or in a visual or electronic form, and howsoever transmitted or
made available, or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection therewith.
This announcement has been prepared by and is the sole responsibility of the
Company.
Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories
and possessions, any State of the United States and the District of Columbia),
Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction
where to do so would constitute a violation of the relevant laws of such
jurisdiction. The publication, distribution or release of this announcement
may be restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction.
This announcement is not an offer for sale of securities in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act, and may not be offered or sold in
the United States absent registration with the U.S. Securities and Exchange
Commission or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any securities referred to herein in the United States or to conduct a public
offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made
by means of a set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the
aforementioned subscription material. In any EEA Member State, this
communication is only addressed to and is only directed at qualified investors
in that Member State within the meaning of the EU Prospectus Regulation, i.e.
only to investors who can receive the offer without an approved prospectus in
such EEA Member State. The expression "EU Prospectus Regulation" means
Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 (together with any applicable implementing measures in any Member
State).
This communication is only being distributed to and is only directed at
persons in the United Kingdom that are "qualified investors" within the
meaning of the EU Prospectus Regulation as it forms part of English law by
virtue of the European Union (Withdrawal) Act 2018 and that are (i) investment
professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or
(ii) high net worth entities, and other persons to whom this announcement may
lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order
(all such persons together being referred to as "relevant persons"). This
communication must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which this
communication relates is available only to relevant persons and will only be
conducted with relevant persons. Persons distributing this communication must
satisfy themselves that it is lawful to do so.
This announcement is made by, and is the responsibility of, the Company. The
Managers and their respective affiliates are acting exclusively for the
Company and no-one else in connection with the Private Placement. They will
not regard any other person as their respective clients in relation to the
Private Placement and will not be responsible to anyone other than the
Company, for providing the protections afforded to their respective clients,
nor for providing advice in relation to the Private Placement, the contents of
this announcement or any transaction, arrangement or other matter referred to
herein.
In connection with the Private Placement, the Managers and any of their
respective affiliates, acting as investors for their own accounts, may
subscribe for or purchase shares and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in such shares
and other securities of the Company or related investments in connection with
the Private Placement or otherwise. Accordingly, references in any
subscription materials to the shares being issued, offered, subscribed,
acquired, placed or otherwise dealt in should be read as including any issue
or offer to, or subscription, acquisition, placing or dealing by, such
Managers and any of their respective affiliates acting as investors for their
own accounts. The Managers do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "aim", "expect",
"anticipate", "intend", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies, and other important
factors which are difficult or impossible to predict and are beyond its
control. 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. Forward-looking
statements speak only as of the date they are made and cannot be relied upon
as a guide to future performance. The Company, each of the Managers and their
respective affiliates expressly disclaims any obligation or undertaking to
update, review or revise any forward-looking statement contained in this
announcement whether as a result of new information, future developments or
otherwise. The information, opinions and forward-looking statements contained
in this announcement speak only as at its date and are subject to change
without notice.
This information has been submitted pursuant to the Securities Trading Act ยง
5-12 and MAR Article 17. The information was submitted for publication at
2025-07-21 16:31 CEST.