SDRL - Contemplated share issue in new subsidiary
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Hamilton, Bermuda, February 15, 2011- The Board of Directors of Seadrill Limited
("Seadrill") have decided to create a new drilling company focusing entirely on
harsh environment operations. To achieve that Seadrill will spin off its
operations in the North Atlantic Basin into a new subsidiary, the North Atlantic
Drilling Limited ("NADL" or the "Company"), by transferring a fleet of six
existing harsh environment units to NADL. The fleet will consist of the
following drilling units: West Phoenix, West Venture, West Alpha, West
Navigator, West Epsilon and West Elara. In addition, Seadrill is in final stages
of negotiating a new building contract for a 7th unit, which will also become a
part of NADL.
The objective is to develop an unrivalled owner and operator of arctic and harsh
environment drilling units. NADL will have some 1,000 employees working in an
organization which have nearly 40 years of experience. This will put the Company
in a unique position to serve the oil companies safely and effectively in
developing new and even more challenging reservoirs.
The Board of Director has aggressive ambitions for growth in this segment.
Although a part of this growth will be organic, the Company will with a contract
backlog of more than US$3 billion and a solid balance sheet be well positioned
to play a leading role in consolidation of this fragmented market segment.
The Company will target a minimum annual dividend yield of 7% for its
shareholders.
Seadrill has retained the services of RS Platou Markets AS, ABG Sundal Collier
Norge ASA, Carnegie ASA, and Fearnleys Fonds ASA to effect a private placement
of new shares directed towards Norwegian and international institutional
investors (the "Private Placement").
The anticipated gross proceeds of the contemplated Private Placement will be
US$1,700 million through issuance of 1,000,000,000 new ordinary shares. The
order price has been set at US$1.7 per share by the Board of Directors. Seadrill
will subscribe for and be allocated a minimum of 750,000,000 shares, and will
following the private Placement own approximately 75% of the new Company. The
remaining 25% will be owned by new shareholders. The minimum order in the
Private Placement has been set to US$250,000.
The gross proceeds of the Private Placement will be used to finance the
acquisition of the six drilling units from Seadrill mentioned above and to fund
necessary working capital.
The application period commences today (February 15, 2011) at 09:00 CET and
close on February 16, 2011 at 22:00 CET. The Board of Directors of NADL may,
however, at any time resolve to close early or extend the application period at
its own discretion. However, the Application period will under no circumstances
close prior to 12:00 (CET) on 16 February 2011.
Alf C Thorkildsen, CEO of Seadrill Management AS says in a comment, "We are
excited about the establishment of North Atlantic Drilling. We have six units on
long term contracts and a unique position in the harsh environment market
segment. Through the establishment
of the new Company, we can capitalise on this position and seek growth and
consolidation opportunities which are limited by the existing ownership
structure. Seadrill will remain a long term majority shareholder in North
Atlantic Drilling.
The proceeds we receive from this Private Placement will further enable the
growth in Seadrill's three core global markets, i.e. the ultra-deepwater market,
the high-end jack-up market, and the tender rig market. The proceeds from the
Private Placement will together with our strong cash flow make it possible for
us to conclude ongoing evaluation of fleet expansion without raising additional
equity.
Our recent spin off of Seawell, has proven the value such a transaction can
generate to both Seadrill and other participating investors. We foresee a
similar outcome with NADL driven by creation of a market leading harsh
environment player, and a stronger Seadrill with increased earnings capacity".
A conference call will be held at 17:00 (CET) today (February 15, 2011), hosted
by Seadrill Management's CEO Alf C Thorkildsen and CFO Esa Ikäheimonen.
Link to register for conference call details:
http://emea.directeventreg.com/registration/event/45091095
Link to register for the investor presentation:
http://wcc.webeventservices.com/r.htm?e=287565&s=1&k=C8F93E85667AD3DAEF26E1F0AE0
C867F&cb=blank
The Board of NADL has resolved to apply for listing on the Oslo Stock Exchange
within 2011. The shares will commence trading on the Norwegian over the counter
("N-OTC") following delivery of the shares to the investors. The Private
Placement is subject to the approval by the Board of NADL following closure of
the placement.
For further information, please contact:
Alf C Thorkildsen, CEO & President, Seadrill Management AS, +47 51 30 99 19
Esa Ikäheimonen, CFO, Seadrill Management AS, +47 51 30 99 19
Jim Dåtland, VP Investor Relations, Seadrill Management AS, +47 51 30 99 19
http://www.seadrill.com
or the Managers:
RS Platou Markets AS, +47 22 01 63 93
ABG Sundal Collier Norge ASA, +47 22 01 60 00
Carnegie ASA, +47 22 00 93 40
Fearnley Fonds ASA, +47 22 93 60 00
Important Notice
The Private Placement and this announcement and other information in connection
with the Private Placement may be restricted by law in certain jurisdictions.
North Atlantic Drilling assumes no responsibility in the event there is a
violation by any person of such restrictions. Persons in 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 not for distribution, directly or indirectly, in or into any
jurisdiction in which it is unlawful to make any such offer or solicitation to
such person or where prior registration or approval is required for that
purpose.
This document is not an offer to sell, or the solicitation of an offer to buy or
subscribe for securities in the United States, Australia, Canada, Japan or in
any jurisdiction in which such offer, solicitation or sale is unlawful.
Securities may not be offered or sold in the United States absent registration
under the US Securities Act of 1933 (the "Securities Act") or an exemption from,
or in a transaction not subject to, registration. Subject to certain exceptions,
the securities referred to herein may not be offered or sold in Australia,
Canada or Japan or to, or for the account or benefit of, any national, resident
or citizen of Australia, Canada or Japan. The offer and sale of the securities
referred to herein has not been and will not be registered under the Securities
Act or under the applicable securities laws of Australia, Canada or Japan. The
new shares to be offered may not be offered or sold within the United States,
except to qualified institutional buyers ("QIB"), as defined in Rule 144A under
the U.S. Securities Act ("Rule 144A"), through affiliates of the Managers, in
reliance upon the exemption from the registration requirements provided by
section 4(2) of the U.S. Securities Act Rule 144A, and to certain non-U.S.
persons in offshore transactions in reliance on Regulation S under the U.S.
Securities Act. The shares to be offered will be subject to certain restrictions
on transfer.
This document is only addressed to and is only directed at persons in member
states of the European Economic Area (the "EEA") who are "qualified investors"
within the meaning of Article 2.1(e) of the Prospectus Directive (Directive
2003/71/EC). In addition, in the United Kingdom, these materials are directed
solely at persons who (i) have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) are persons
falling within Article 49(2)(a) to (d) of the Order and other persons to whom it
may lawfully be communicated (all such persons together being referred to as
"relevant persons"). These materials are addressed only to, and directed only
at, relevant persons and qualified investors and must not be acted on or relied
on (i) in the United Kingdom, by persons who are not relevant persons or (ii) in
any member state of the EEA other than the United Kingdom, by qualified
investors. Any investment or investment activity to which these materials relate
is available only to, and will be engaged in only with, in the United Kingdom,
relevant persons, and in any member state of the EEA other than the United
Kingdom, qualified investors.
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#1488897]
Unternehmensinformation / Kurzprofil:
Datum: 15.02.2011 - 08:45 Uhr
Sprache: Deutsch
News-ID 51474
Anzahl Zeichen: 10615
contact information:
Town:
Hamilton
Kategorie:
Business News
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