NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN 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.
Hamilton, Bermuda 24 September 2025
Reference is made to the announcement made by Archer Limited (the "Company" and
together with its subsidiaries, the "Group") today regarding an agreement with
respect to a contemplated acquisition of Premium Oilfield Services, LLC
("Premium") (the "Transaction") (the "M&A Announcement"). As set out in the M&A
Announcement, the total consideration for the Transaction is USD 20 million,
which is intended to be financed through the Private Placement (as defined
below).
As announced, the Company is contemplating a private placement (the "Private
Placement") of new common shares in the Company (the "New Shares") to raise
gross proceeds of the NOK equivalent of USD 20 million. The net proceeds from
the Private Placement will be used to finance the Transaction and for general
corporate purposes.
In connection with the Private Placement, Paratus JU Newco Bermuda Limited, a
wholly owned subsidiary of Paratus Energy Services Limited ("Paratus"), may sell
up to 21,583,826 existing common shares in the Company (the "Sale Shares", and
together with the New Shares, the "Offer Shares"), representing approx. 23.8% of
the outstanding shares in the Company (the "Secondary Sale"). The Private
Placement and the Secondary Sale are together referred to as the "Offering".
The New Shares will be resolved issued by the Company's board of directors (the
"Board") based on the authorized but unissued share capital of the Company. The
Secondary Sale will be subject to Paratus resolving to approve the Secondary
Sale, at its sole discretion.
The Company and Paratus have engaged Arctic Securities AS, DNB Carnegie, a part
of DNB Bank ASA, Pareto Securities AS and SB1 Markets AS as joint bookrunners
(together, the "Managers").
Indications of subscriptions
Hemen Holding Limited ("Hemen), with direct and indirect ownership of approx.
28.4% in the Company, has indicated to subscribe for at least (and will be
allocated minimum) approx. USD 10.7 million in the Private Placement.
Hemen, the largest shareholder in Paratus, has indicated to subscribe for 29.1%
of the Secondary Sale, which equals its current ownership in Paratus.
Lodbrok Capital LLP ("Lodbrok"), the second largest shareholder in Paratus, has
indicated to subscribe for 21.7% of the Secondary Sale, which equals its current
ownership in Paratus.
Dag Skindlo, the CEO in the Company, has indicated to subscribe for (and will be
allocated) approx. EUR 100,000 in the Private Placement.
Hemen is indirectly controlled by trusts established by Mr. John Fredriksen for
the benefit of his family. Mr. John Fredriksen therefore has no economic
interest in the Company's shares.
Lock-up
Hemen has accepted a lock-up of 6 months.
If Paratus does not sell its entire shareholding in the Company in the Secondary
Sale, Paratus will enter into a 6-month lock-up for its remaining shares in the
Company.
Bookbuilding period
The subscription price per Offer Share and the final number of New Shares to be
issued in the Offering will be determined by the Board on the basis of an
accelerated bookbuilding process. The bookbuilding period for the Offering will
start today, 24 September 2025 at 16:30 (CEST) and will close on 25 September
2025 at 08:00 (CEST). The Company and the Managers may, at their discretion,
shorten or extend the bookbuilding period at any time and for any reason and on
a short or without notice.
The final number of Sale Shares to be sold will be determined by Paratus on the
basis of the bookbuilding. Whether or not the Secondary Sale will be completed
and the final number of Sale Shares, will depend on the outcome of the
bookbuilding. Paratus reserves the right to sell fewer shares than the full
number of Sale Shares and not to sell any Sale Shares at all. If the demand and
price in the Offering is satisfactory, Paratus may sell its entire shareholding
in the Company. The outcome of the Secondary Sale will be announced in
conjunction with announcement with completion of the Offering.
Selling restrictions
The Offering will be made to investors subject to applicable exemptions from
relevant prospectus requirements in accordance with Regulation (EU) 2017/1129
and the Norwegian Securities Trading Act of 2007, and is directed towards
investors subject to available exemptions from relevant registration
requirements, (i) outside the United States in reliance on Regulation S under
the US Securities Act of 1933, as amended (the "US Securities Act") and (ii) in
the United States to "qualified institutional buyers" (QIBs), as defined in Rule
144A under the US Securities Act, pursuant to an exemption from the registration
requirements under the US Securities Act, as well as to "major U.S.
institutional investors" as defined in Rule 15a-6 under the United States
Exchange Act of 1934.
The minimum order size and allocation in the Offering will be the NOK equivalent
of EUR 100,000, provided that the Company or Paratus (as applicable) may, at its
sole discretion, offer and allocate an amount below EUR 100,000, pursuant to any
applicable exemptions from applicable prospectus requirements being available.
Allocation
Notification of allocation will be distributed by the Managers on or about 25
September 2025. Allocation of New Shares will be made at the sole discretion of
the Company in consultation with the Managers after expiry of the bookbuilding
period, subject to any shortening or extension of the bookbuilding period.
The Secondary Sale will be subject to Paratus resolving to accept and complete
the Secondary Sale, at its sole discretion, in consultation with the Managers
after expiry of the bookbuilding period, subject to any shortening or extension
of the bookbuilding period.
Conditions for completion
Completion of the Private Placement by allocation and delivery of New Shares to
investors is subject to (i) all necessary corporate resolutions required to
implement the Private Placement being validly made by the Company, including
without limitation, the resolution by the Board to increase the share capital of
the Company and issue the New Shares in the Private Placement pursuant to the
authorized but unissued share capital of the Company, and (ii) the Share Lending
Agreement (as defined below) remaining unmodified and in full force and effect
pursuant to its terms and conditions.
Completion of the Secondary Sale by allocation and delivery of Sale Shares to
investors is subject to (i) Paratus resolving to accept and complete the
Secondary Sale, at its sole discretion and (ii) the Share Lending Agreement (as
defined below) remaining unmodified and in full force and effect pursuant to its
terms and conditions.
Completion of the Private Placement and the Secondary Sale are independent of,
and not conditional upon, each other, and the settlement of offer shares in
either of such offerings will remain final and binding and cannot be revoked,
cancelled or terminated by the respective applicants, regardless of whether the
other is completed.
Settlement
Settlement of Offer Shares allocated in the Offering is expected to take place
on or about 29 September 2025 on a delivery versus payment (DVP) basis. DVP
settlement in the Offering is expected to be facilitated through the delivery of
existing and unencumbered shares in the Company, already admitted to trading on
Euronext Oslo Børs, pursuant to a share lending agreement (the "Share Lending
Agreement") between the Company, the Managers, Hemen and Paratus. Both the New
Shares and the Sale Shares will thus become tradable on Euronext Oslo Børs
directly after the notification of allocation.
Equal treatment and potential subsequent offering
The Company 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 Board considers that although the Private Placement implies a
dilution of the existing shareholders of the Company, the pricing will be
determined on the basis of a market value to be established on the basis of an
accelerated bookbuilding process, that existing shareholders will to the extent
possible be given the opportunity to participate in, and be allocated shares in
the Private Placement, and that the remaining shareholders will be given the
opportunity to mitigate the effect of the Private Placement through
participation in a contemplated subsequent repair offering. Taking these factors
into consideration, and balancing the Company's need for financing to realize
the investment opportunity that the acquisition of Premium represents, and the
interests of the minority shareholders, the Board is of the view that the
transactions do not represent unfair treatment of the Company's shareholders
which is not justifiable in the common interest of the Company and its
shareholders, cf. section 5-14 of the Norwegian Securities Trading Act.
As a result, the Board will, subject to, inter alia, successful completion of
the Private Placement and, if required, being granted the necessary
authorisation by the SGM, consider carrying out a subsequent offering of new
shares (the "Subsequent Offering") which, subject to applicable securities laws,
will be directed towards existing shareholders in the Company as at 24 September
2025 (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 shares in the Private Placement and (iii) who are not resident in a
jurisdiction where such offering would be unlawful or, for jurisdictions other
than Norway, would require any prospectus, filing, registration or similar
action. Such eligible shareholders will be granted non-transferable preferential
rights to subscribe for, and, upon subscription, be allocated new shares. The
subscription price in the Subsequent Offering will be the same as the Offer
Price in the Private Placement. The Company reserves the rights in its sole
discretion to not conduct or to cancel the Subsequent Offering. Such Subsequent
Offering, if carried out, is expected to be launched shortly after approval of a
prospectus.
Advisors
Arctic Securities AS, DNB Carnegie, a part of DNB Bank ASA, Pareto Securities AS
and SpareBank 1 Markets AS are acting as joint bookrunners for the Offering.
Advokatfirmaet Schjødt AS is acting as legal advisor to the Company and Paratus.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and was published by Joachim Houeland, Manager Treasury
and Investor Relations of the Company, on the date and time provided herein.
For additional information, please contact:
Espen Joranger, Chief Financial Officer, Mobile: +47 982 06 812, Email:
espen.joranger@archerwell.com
Joachim Houeland, Manager Treasury and Investor Relations, Mobile: +47 482 78
748, Email: joachim.houeland@archerwell.com
* * *
Important information:
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company or Paratus.
Copies of this announcement are not being made and may not be distributed or
sent into any jurisdiction in which such distribution would be unlawful or would
require registration or other measures.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company or Paratus do not intend to register any part of the Offering in the
United States or to conduct a public offering of securities in the United
States. Any sale in the United States of the securities mentioned in this
announcement will be made solely to "qualified institutional buyers" as defined
in Rule 144A under the Securities Act.
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
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The "Prospectus Regulation"
means Regulation (EU) 2017/1129, as amended (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 (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
investments activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. 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. Neither the Company, Paratus nor the Managers 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.
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", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. Any forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Such assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict. 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. The Company does not make any guarantee that the assumptions
underlying any forward-looking statements in this announcement are free from
errors nor does it accept any responsibility for the future accuracy of the
opinions expressed in this announcement or any obligation to update or revise
the statements in this announcement to reflect subsequent events. You should not
place undue reliance on any forward-looking statements in this announcement. The
information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
This announcement is made by and, and is the responsibility of, the Company. The
Managers are acting exclusively for the Company and Paratus and no one else and
will not be responsible to anyone other than the Company and Paratus for
providing the protections afforded to their respective clients, or for advice in
relation to the contents of this announcement or any of the matters referred to
herein. Neither the Managers nor any of their respective affiliates makes any
representation as to the accuracy or completeness of this announcement and none
of them accepts any responsibility for the contents of this announcement or any
matters referred to herein.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. The distribution of
this announcement and other information may be restricted by law in certain
jurisdictions. Persons into whose possession this announcement or such other
information should come are required to inform themselves about and to observe
any such restrictions. This announcement is an advertisement and is not a
prospectus for the purposes of the Prospectus Regulation as implemented in any
Member State.