NADL - North Atlantic Drilling Ltd. Announces the Initial Public Offering of its Common Shares
Hamilton, Bermuda, January 24, 2014 - North Atlantic Drilling Ltd. (the
"Company" or "North Atlantic Drilling") announced today the commencement of its
initial public offering of 13,513,514 common shares.Â The Company will grant the
underwriters a 30-day option to purchase up to 2,027,027 additional common
shares.Â The common share amounts are based on an assumed initial public
offering price of $9.25 per share, which is the mid-point of the estimated price
range of $8.50 to $10.00 per common share for this offering.Â The net proceeds
of this public offering are expected to be used for general corporate purposes
and working capital.
On January 23, 2014, the closing price of the Company's common shares on the
Norwegian OTC List was $8.97 per share (based upon the Bloomberg Composite Rate
of $0.1639 per NOK 1.00 in effect on that date).
This initial public offering is being made pursuant to a registration statement
on Form F-1 (File No. 333-185394), including a prospectus, previously filed with
the U.S. Securities and Exchange Commission (the "SEC").Â The Company has been
approved for listing of the common shares on the New York Stock Exchange under
the symbol "NADL," subject to official notice of issuance.
Concurrent with the initial public offering, the Company plans to offer to
exchange all of the unregistered common shares that it previously issued in its
prior equity private placements, other than the common shares owned by
affiliates of the Company, for common shares that have been registered under the
Securities Act of 1933, as amended, which the Company refers to as the Exchange
Offer. The Company has filed a registration statement on Form F-4 (File No.
333-185395) to register the common shares to be offered by the Company in the
Exchange Offer. Â The Company expects such registration statement to become
effective concurrently with the registration statement related to the initial
Morgan Stanley & Co. LLC is acting as the lead book-running manager for the
initial public offering. Barclays Capital Inc., Goldman, Sachs & Co. and RS
Platou Markets AS are acting as joint book-running managers for the offering.
DNB Markets and Scotiabank / Howard Weil are acting as co-managers for the
offering.Â RS Platou Markets AS is not a U.S. registered broker-dealer and,
therefore, intends to participate in the offering outside of the United States
and, to the extent that the offering of any common shares by RS Platou Markets
AS is within the United States, RS Platou Markets AS will offer to and place
common shares with investors through RS Platou Markets, Inc., an affiliated U.S.
registered broker-dealer. The activities of RS Platou Markets AS in the United
States will be only to the extent permitted by Rule 15a-6 under the Securities
Exchange Act of 1934, as amended.The initial public offering is being made by
means of a prospectus. A written prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended, when available, may be obtained
Morgan Stanley & Co. LLC at 180 Varick Street, Second Floor, New York, New York
10014, Attention: Prospectus Department.
Barclays Capital Inc. c/o Broadridge Financial Solutions at 1155 Long Island
Avenue, Edgewood, NY 11717, Attention: Prospectus Department,
Barclaysprospectus@broadridge.com, (888) 603-5847.
Goldman, Sachs & Co. at 200 West Street, New York, NY 10282, Attention:
RS Platou Markets AS at Haakon VII's gate 10, P.O. Box 1474 Vika, 0116 Oslo,
Norway, Attention: Elisabeth Wiger, firstname.lastname@example.org or RS Platou Markets,
Inc., 410 Park Avenue, Suite 710, New York, NY 10022, Attention Raquel Lucas,
toll free 855-864-2265.
A registration statement relating to these securities has been filed with the
SEC, but has not yet become effective. The securities may not be sold, nor may
offers to buy be accepted, prior to the time the registration statement becomes
effective. This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities issuable pursuant to the
registration statement, nor will there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state or jurisdiction.
About North Atlantic Drilling Ltd.
North Atlantic Drilling is a leading offshore harsh environment drilling company
in which Seadrill Limited currently holds a 74% ownership interest. The Company
has a fleet of seven harsh environment units in operation and two newbuilds
under construction. North Atlantic Drilling is currently listed on the Norwegian
This press release contains "forward-looking statements." Statements that are
predictive in nature, that depend upon or refer to future events or conditions,
or that include words such as "expects," "anticipates," "intends," "plans,"
"believes," "estimates," "projects," "forecasts," "may," "should" and similar
expressions are forward-looking statements. These statements are not historical
facts but instead represent only the Company's belief regarding future results,
many of which, by their nature are inherently uncertain and outside of the
Company's control.Â Actual results may differ, possibly materially, from those
anticipated in these forward-looking statements.Â For a discussion of some of
the risks and important factors that could affect future results, see the
discussion in the Company's registration statements, as amended, under the
heading "Risk Factors." The Company does not assume any obligation to update the
information contained in this press release.
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
Rune Magnus LundetrÃ¦
Chief Financial Officer
North Atlantic Management AS
+44 (0)20 8811 4778
VP Commercial Finance
North Atlantic Management AS
+47 51 30 95 42
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Source: North Atlantic Drilling Ltd. via GlobeNewswire