Reference is made to the stock exchange announcement made by Dolphin Drilling AS ("Dolphin Drilling" or the "Company") on 10 April 2024 regarding the successful private placement of 72,000,000 new shares in the Company , each with a par value of NOK 1.00, at a subscription price of NOK 6 per share (the "Subscription Price"), raising gross proceeds of the NOK equivalent of USD 40 million (the "Private Placement"), and a potential subsequent offering of up to 10,000,000 new shares, each with a par value of NOK 1.00 (the "Subsequent Offering Shares") at the Subscription Price (the "Subsequent Offering").
The Company has resolved to carry out the Subsequent Offering. The Subsequent Offering will consist of up to 10,000,000 Subsequent Offering Shares which, subject to applicable securities law, will be directed towards existing eligible shareholders in the Company as of 10 April 2024 (as registered in the VPS two trading days thereafter) (the "Record Date")) who (i) were not allocated 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.
Completion of the Subsequent Offering will, inter alia, be subject to (i) all relevant corporate resolutions being made, including approval by the extraordinary general meeting expected to be
summoned shortly and to be held before end of April; (ii) prevailing market price of the Company's shares, including the price of the Company's shares not trading below the offer price in the Subsequent Offering over a period with sufficient liquidity, and (iii) the publication of an offering prospectus. The subscription period for the Subsequent Offering is expected to commence as soon as possible following the fulfilment of the conditions set out above.
Whether or not the Subsequent Offering will ultimately take place, will depend inter alia on the development of the price of the shares in the Company after completion of the Private Placement. The Subsequent Offering may be cancelled or discontinued at the discretion of the Company, in cooperation with the Managers, if the shares of the Company trade at or below the Subscription Price at meaningful volumes, which will imply that eligible shareholders have had the opportunity to limit dilution by acquiring listed shares in the secondary market at price levels at or below the Subscription Price.
In accordance with the continuing obligations of companies listed on Euronext Growth Oslo, the following key information is given with respect to the Subsequent Offering:
Date on which the terms and conditions of the repair issue were announced: 10 April 2024
Last day including right: 10 April 2024
Ex-date: 11 April 2024
Record date: 12 April 2024
Maximum number of new shares: 10,000,000 new shares
Subscription price: NOK 6
Advisors
Arctic Securities, Clarksons Securities AS and DNB Markets, a part of DNB Bank ASA, are acting as joint bookrunners and managers (the "Managers").
Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.
