CORR - SDRL - Mandatory notification of trade
(Thomson Reuters ONE) -
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO THE UNITED STATES, CANADA,
AUSTRALIA OR JAPAN
HAMILTON, Bermuda, Feb 29, 2012 - Seadrill Limited (the "Company" or "Seadrill")
(NYSE: SDRL) today announced that Hemen Holding Limited ("Hemen"), a company
which is ultimately controlled by trusts established for the benefit of John
Fredriksen's family, Chairman of the Board of Seadrill, has agreed to sell up
to 24m shares of Seadrill common stock to investors ("Shares") and enter into a
privately negotiated cash or physically settled put option transaction with
Goldman Sachs International ("Seller Put Option") with a 90 day average maturity
on 24m Shares with a strike price set at the closing price on the New York Stock
Exchange at Norwegian Kroner 235,1419.
The shares are being sold by the selling shareholder in an undocumented offering
within the United States only to Qualified Institution Buyers purchasing in
reliance on Rule 144A and outside the United States to non-US persons in
reliance on Regulation S under the U.S. Securities Act of 1933.
Goldman Sachs International will enter into privately negotiated cash settled
put option transactions referencing the Shares with eligible counterparties with
the maturity and the strike price identical to the maturity and the strike price
of the Seller Put Option. Goldman Sachs International may enter into additional
hedging transactions concurrently with the pricing of the transactions described
above and throughout the term of the Seller Put Option. These activities could
have the effect of increasing, or preventing a decline in, the market price of
the Shares concurrently with the pricing of the offering and/or settlement of
the Seller Put Option.
Part of the net proceeds from the sale of the Shares will initially be used by
Hemen to make a prepayment under the Seller Put Option.
Hemen currently owns 28% of Seadrill. This stake is currently worth
approximately $5.6 billion and represents a disproportionately large part of the
Fredriksen Group's investment portfolio, at approximately 63%, by value, of the
listed company stakes controlled by Hemen. Hemen's ownership in Seadrill will be
reduced through the offering to approximately 23% and Hemen will by far remain
the largest shareholder in Seadrill. Seadrill's share of the listed company
stakes controlled by Hemen will be reduced from 63% to 58%.
The main purpose of the sale is for the Fredriksen Group to have a slightly more
diversified investment portfolio. The transaction will also create liquidity to
aggressively pursue investment opportunities in the currently oversupplied
market for commodity shipping. Such opportunities include buying distressed
asset companies, ordering new buildings and seek opportunities for
consolidation.
Hemen has entered into a lock up where it has agreed not to sell further shares
in Seadrill for a period of one year.
John Fredriksen will remain Chairman of Seadrill and is committed to the
successful development of Seadrill over the long term.
This announcement is for information purposes only and is not an offer to sell,
or the solicitation of an offer to buy, any securities. The distribution of this
announcement and the offer and sale of the securities referred to above in
certain jurisdictions may be restricted by law. Any person reading this
announcement should inform themselves of and observe any such restrictions.
The offering will only be available to the following persons in the United
Kingdom: (i) persons having professional experience in matters relating to
investments; and (ii) persons falling within Articles 49(2)(a) to (d) of the
U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(high net worth corporations, unincorporated associations etc.). If you are in
the United Kingdom and do not fall into one of the above categories, you will
not be eligible to participate in the offering, and you should not act upon, or
rely on, this announcement.
This announcement is not an offer of securities for sale in the United States.
The securities cannot be offered or sold in the United States absent
registration under the U.S. Securities Act of 1933 or an exemption from the
registration requirements thereof. There will be no public offering of the
securities in the United States in connection with this transaction.
Cautionary Notice Regarding Forward-looking Statements
This report contains forward-looking statements. These statements are based on
various assumptions, many of which are based, in turn, upon further assumptions,
including Seadrill management's examination of historical operating trends.
Including among others, factors that, in Seadrill's view, could cause actual
results to differ materially from the forward looking statements contained in
this report are the following: (i) the competitive nature of the offshore
drilling industry; (ii) oil and gas prices; (iii) technological developments;
(iv) government regulations; (v) changes in economical conditions or political
events; (vi) inability of Seadrill to obtain financing for the newbuilds or
existing assets on favorable terms or at all; (vii) changes of the spending plan
of our customers; (viii) changes in Seadrill's operating expenses including crew
wages; (ix) insurance; (x) dry-docking; (xi) repairs and maintenance; (xii)
failure of shipyards to comply with delivery schedules on a timely basis; (xii)
and other important factors mentioned from time to time in our reports filed
with the United States Security Exchange Commission ("SEC") and the Oslo Stock
Exchange.
Contact:
Analyst contact
Jim Dåtland
VP Investor Relations
Seadrill Management AS
+47 51 30 99 19
Media contact
Alf C Thorkildsen
Chief Executive Officer
Seadrill Management AS
+47 51 30 99 19
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Seadrill Limited via Thomson Reuters ONE
[HUG#1590346]
Unternehmensinformation / Kurzprofil:
Datum: 29.02.2012 - 23:44 Uhr
Sprache: Deutsch
News-ID 120396
Anzahl Zeichen: 7210
contact information:
Town:
Hamilton
Kategorie:
Business News
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"CORR - SDRL - Mandatory notification of trade"
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