NADL - North Atlantic Drilling Ltd. Announces the Initial Public Offering of its Common Shares
Hamilton, Bermuda, January 24, 2014 - North Atlantic Drilling Ltd. ("North
Atlantic Drilling"), our majority owned subsidiary, announced today the
commencement of its initial public offering of 13,513,514 common shares.Â North
Atlantic Drilling 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 North Atlantic Drilling'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 North Atlantic
Drilling 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, North Atlantic Drilling 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 North Atlantic Drilling, for common shares that have been
registered under the Securities Act of 1933, as amended, which North Atlantic
Drilling refers to as the Exchange Offer. North Atlantic Drilling has filed a
registration statement on Form F-4 (File No. 333-185395) to register the common
shares to be offered by North Atlantic Drilling in the Exchange Offer.Â North
Atlantic Drilling expects such registration statement to become effective
concurrently with the registration statement related to the initial public
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.
The statements in this news release that are not historical facts may be
forward-looking statements. Such forward looking statements are based upon the
current beliefs and expectations of North Atlantic Drilling's management and are
subject to risks and uncertainties which could cause actual results to differ
from the forward looking statements. The information set forth herein should be
read in light of such risks. North Atlantic Drilling does not assume any
obligation to update the information contained in this news release.
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
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other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Seadrill Limited via GlobeNewswire