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, 25 August 2025: Reference is made to the stock exchange announcements
made by Dolphin Drilling AS (the "Company") on 30 May 2025 and 22 July 2025
regarding the successful 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 contemplated subsequent share offering
of new shares in the Company(the "Subsequent Offering").
Approval and publication of prospectus
For the purposes of the Subsequent Offering, the Company has prepared an
offering prospectus (the "Prospectus"). The Prospectus has today, on 25 August
2025, been approved by the Norwegian Financial Supervisory Authority (Nw.:
Finanstilsynet), and will, together with the subscription form for the
Subsequent Offering, be made available at the following websites:
www.arctic.com/offerings,
www.clarksons.com/financial/securities/investment-banking and
www.dnb.no/emisjoner.
The terms and conditions for the Subsequent Offering are set out in the
Prospectus and subscriptions may only be made on the basis of the Prospectus.
Investors are strongly encouraged to read the Prospectus in full, including
the risk factors, and to pay particular attention to the parts relating to the
Company's liquidity and ongoing disputes, which should be carefully considered
in light of recent developments.
Company trading update
In connection with approval of the Prospectus and launch of the Subsequent
Offering, the Company published the following selected unaudited key figures
in respect of the financial development of Dolphin Drilling as of 30 June 2025
for the second quarter and first half of 2025:
* Revenues of USD 47.4 million for the quarter
* Total operating expenses of USD (41.8) million for the quarter
* Operating (loss) of USD (0.4) million for the quarter
* (Loss) before tax of USD (26.2) million for the quarter
* Total assets of USD 179,5 million as of 30 June 2025
* Total liabilities of USD (167.1) million as of 30 June 2025
* Cash flows from operating activities of USD (13.2) million for the six
months ended 30 June 2025
* Cash flows from investing activities of USD (5.4) million for the six months
ended 30 June 2025
* Cash flows from financing activities of USD 6.0 million for the six months
ended 30 June 2025
* Cash and cash equivalents at the end of the period of USD 21.8 million for
the six months ended 30 June 2025
For further information, please see section 4.2.1 and 8.4 in the Prospectus.
The information included above is subject to further review and verification
and may be subject to change.
The full report for the second quarter and first half of 2025 will, in
accordance with the Company's financial calendar, be published on 29 August
2025.
The Subsequent Offering
The Subsequent Offering comprises an offer of up to 27,803,642,659 new shares
in the Company (the "Offer Shares"), each with a nominal value of NOK 0.01, at
a subscription price of NOK 0.01 per Offer Share (the "Offer Price"), being
equal to the subscription price in the Private Placement, raising gross
proceeds of up to approximately NOK 278 million, equivalent of approximately
USD 27.4 million.
The subscription period for the Subsequent Offering will commence on Tuesday
26 August 2025 at 09:00 (CEST) and expire on 4 September 2025 at 16:30 (CEST)
(The "Subscription Period").
The Subsequent Offering will be directed towards shareholders of the Company
as of 30 May 2025 (as registered in the Norwegian Central Securities
Depository, Euronext Securities Oslo (the "VPS") two trading days thereafter,
on 3 June 2025 (the "Record Date")), who (i) were not allocated Offer Shares
in the Private Placement, and (ii) 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").
Each Eligible Shareholder will be granted 179.90131 non-transferable
subscription rights (the "Subscription Rights") for each share held by such
Eligible Shareholder in the Company as of the Record Date, rounded down to the
nearest whole Subscription Right. Each Subscription Right will, subject to
applicable law, give the right to subscribe for, and be allocated, one (1)
Offer Share in the Subsequent Offering at the Offer Price. Over-subscription
with Subscription Rights, as well as subscription without Subscription Rights,
will not be permitted.
The Subscription Rights must be used to subscribe for Offer Shares before the
expiry of the Subscription Period on 4 September 2025 at 16:30 (CEST).
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.
Subscriptions for Offer Shares must be made by submitting a correctly
completed subscription form to the Managers (as defined below) during the
Subscription Period. Subscription for Offer Shares by subscribers who are
residents of Norway with a Norwegian personal identification number (Nw.:
fødselsnummer), may be made by way of online subscription. The Subscription
Form and further instructions regarding the subscription procedure are
available in the Prospectus.
Notifications of allocation of Offer Shares and the corresponding subscription
amount to be paid by each subscriber are expected to be distributed and made
available on or around 5 September 2025.
The payment for the Offer Shares falls due on 9 September 2025. The Offer
Shares will, following registration of the share capital increase pertaining
to the Subsequent Offering with the NRBE expected on or around 15 September
2025, be registered in VPS in book-entry form and are expected to be delivered
to the subscribers VPS account on or around16 September 2025 (subject to
timely registration of the share capital increase pertaining to the Subsequent
Offering with the NRBE). The Offer Shares are expected to commence trading on
Euronext Growth Oslo on or around 16 September 2025.
The completion of the Subsequent Offering remains subject to (i) due payment
of the Offer Shares by the subscribers, (ii) registration of the share capital
increase pertaining to the Subsequent Offering with the NRBE, and (iii)
issuance and delivery of the Offer Shares to the subscribers in the VPS. The
Company reserves the right, in its sole discretion, to cancel the Subsequent
Offering.
Additional information regarding the Subsequent Offering and further
instructions regarding the procedures for subscription of the Offer Shares,
payment and delivery are included in the Prospectus.
Advisors
Arctic Securities AS, Clarksons Securities AS and DNB Carnegie, a part of DNB
Bank ASA (the "Managers") act as joint global coordinators and joint
bookrunners in the Subsequent Offering. 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.
This announcement is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of
14 June 2017 (the "EU Prospectus Regulation") (together with any applicable
implementing measures in any Member State).
Any offering of the securities referred to in this announcement will be made
by means of the Prospectus. Investors in the Subsequent Offering should not
subscribe for any securities referred to in this announcement except on the
basis of information contained in the Prospectus. Copies of the Prospectus are
available in the Company's registered office and, subject to certain
exceptions, on the websites of the Managers. In any EEA Member State other
than Norway, 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.
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 Subsequent Offering. They will
not regard any other person as their respective clients in relation to the
Subsequent Offering 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 Subsequent Offering, the contents
of this announcement or any transaction, arrangement or other matter referred
to herein.
In connection with the Subsequent Offering, 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 Subsequent Offering or otherwise. Accordingly, references in the
Prospectus 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 §
5-12 and MAR Article 17. The information was submitted for publication at
2025-08-25 18:09 CEST.