Green Energy Group (SeaBird Exploration Plc): Contemplated private
placement and potential sale of vessel
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG
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.
Green Energy Group (Seabird Exploration PLC), ("the "Company")
has retained Fearnley Securities AS as Bookrunners (the "Managers")
to advise on and effect a private placement (the "Private
Placement") of new shares, with the intention to raise gross
proceeds of between NOK 20 million and NOK 30 million.
The net proceeds to the Company from the Private Placement will
be applied towards working capital requirements related to
increasing activities within existing and new business segments, as
well as towards general corporate purposes. Certain existing
shareholders and members of the Company’s Board have pre-committed
to subscribe for and be allocated shares totalling NOK 11
million.
The Company has applied for a customary waiver from instalment
requirements from its bank under its bank facility, and is, based
on previous practice, expecting a positive response in due course.
The Company is contemplating to sell the “Petrel Explorer”
following interest from several prospective buyers of the vessel. A
mandate has been signed with an intermediary to ensure an efficient
sales process.
The Private Placement will be directed towards Norwegian and
international investors, subject to applicable exemptions from
relevant registration, filing and prospectus requirements, and
subject to other applicable selling restrictions. The minimum
application and allocation amount has been set to the NOK
equivalent of EUR 100,000. The Company may however, at its sole
discretion, allocate amounts below EUR 100,000 to the extent
exemptions from the prospectus requirements in accordance with
applicable regulations, including the Norwegian Securities Trading
Act and the prospectus regulation 2017/119 and ancillary
regulations, are available.
The offer price in the Private Placement will be determined by
the board of directors of the Company (the "Board") following an
accelerated bookbuilding process. The bookbuilding and application
period for the Private Placement commences today, on 13 January
2022 at 16:30 CEST, and is expected to close no later than 14
January 2022 at 08:00 CEST. The Company, after consultation with
the Managers, reserves the right to at any time and in its sole
discretion close or extend the application period. If the
bookbuilding is shortened or extended, the other dates referred to
herein may be changed correspondingly.
Allocation of the shares in the Private Placement will be
determined after the expiry of the bookbuilding period, and the
final allocation will be made by the Board at its sole discretion,
following advice from the Managers. DVP settlement will be
facilitated by existing and unencumbered shares in the Company
being borrowed by Fearnley Securities AS from certain existing
shareholders pursuant to a share lending agreement between such
parties and the Company, meaning that shares so settled will be
tradable from allocation. The Managers will settle the share loan
with new shares in the Company to be issued by a resolution of the
Board.
Completion of the Private Placement is subject to the corporate
resolutions of the Company required to implement the Private
Placement, including a resolution of the Board to proceed with the
Private Placement following the expiry of the bookbuilding period
and to increase the share capital of the Company.
The Company has considered the Private Placement in light of the
equal treatment obligations under the Norwegian Securities Trading
Act and Oslo Børs' Circular no. 2/2014 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. Subject to
completion of the Private Placement and depending on the results of
the bookbuilding, the Board of Directors of the Company will
consider to carry out a subsequent offering directed towards
existing shareholders in the Company as of the end of trading
today, 13 January 2022 (and as registered in the VPS as of the end
of 17 January 2022) who 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 who were not allocated shares in the Private Placement (the
"Subsequent Offering"). The subscription price in a potential
Subsequent Offering will be equal to the subscription price in the
Private Placement.
For more information, please contact:
Erik von Krogh
CFO
Tel:: + 47 930 38 075
E-mail: erik.von.krogh@sbexp.com
This information is considered to be inside information pursuant
to the EU Market Abuse Regulation and is subject to the disclosure
requirements pursuant to Section 5-12 the Norwegian Securities
Trading Act.
Important information:
The release is not for publication or distribution, in whole or
in part directly or indirectly, in or into Australia, Canada, Japan
or the United States (including its territories and possessions,
any state of the United States and the District of Columbia). This
release is an announcement issued pursuant to legal information
obligations, and is subject of the disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act. It is
issued for information purposes only, and does not constitute or
form part of any offer or solicitation to purchase or subscribe for
securities, in the United States or in any other jurisdiction. The
securities mentioned herein have not been, and will not be,
registered under the United States Securities Act of 1933, as
amended (the "US Securities Act"). The securities may not be
offered or sold in the United States except pursuant to an
exemption from the registration requirements of the US Securities
Act. The Company does not intend to register any portion of the
offering of the securities in the United States or to conduct a
public offering of the securities in the United States. Copies of
this announcement are not being made and may not be distributed or
sent into Australia, Canada, Japan or the United States.
The issue, subscription or purchase of shares in the Company is
subject to specific legal or regulatory restrictions in certain
jurisdictions. Neither the Company 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.
The Managers are acting for the Company and no one else in
connection with the Private Placement and will not be responsible
to anyone other than the Company providing the protections afforded
to their respective clients or for providing advice in relation to
the Private Placement and/or any other matter referred to in this
release.
Forward-looking statements: This release and any materials
distributed in connection with this release may contain certain
forward-looking statements. By their nature, forward-looking
statements involve risk and uncertainty because they reflect the
Company's current expectations and assumptions as to future events
and circumstances that may not prove accurate. A number of material
factors could cause actual results and developments to differ
materially from those expressed or implied by these forward-looking
statements.
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