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Archer Limited : USD 100 million private placement successfully placed


Archer Limited: USD 100 million private placement successfully placed

Reference is made to the stock exchange release by Archer Limited (the “Company“) on 28 February 2017 regarding (among other things) a contemplated private placement (the “Private Placement“) of new shares in the Company.

The Company completed the application period for the Private Placement at 18:30 (CET) on 28 February 2017 and the Company is pleased to announce that the Private Placement was successfully placed, raising gross proceeds of NOK 840 million (approximately USD 100 million) through issuance of 84 million shares at a subscription price of NOK 10.00 per share. The Private Placement received strong interest from large international and Nordic institutional investors and was significantly over-subscribed.

Allocation notices will be distributed to the investors on 1 March 2017. The completion of the Private Placement is conditional upon the new shares having been fully paid and legally issued.

The new shares issued in the Private Placement will not be listed or tradable on the Oslo Stock Exchange until a listing prospectus for such shares has been approved by the Norwegian Financial Supervisory Authority, expected to be at the end of March or early April 2017. Pending such listing, the new shares will be delivered on a DVP basis on a separate ISIN and will be sought listed and tradable in the Norwegian OTC market from approximately the time of settlement.

Following issuance of the new shares issued in the Private Placement, the Company will have an issued share capital of USD 1,421,649.66 divided into 142,164,966 ordinary shares, each share with a nominal value of USD 0.01.The Company will carry out a subsequent offering (the “Subsequent Offering“) of up to 16,800,000 new shares for gross proceeds of up to NOK 168 million (approximately USD 20 million) (equal to up to 20% of the size of the Private Placement). The Subsequent Offering will, on the basis of a prospectus approved by the Norwegian Financial Supervisory Authority, expected to be during end of March or early April 2017, be directed towards shareholders who (i) are shareholders in the Company as of 28 February 2017, as registered as shareholders in the Company’s register of shareholders with the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) (the “VPS“) as of expiry of 2 March 2017, (ii) were not allocated shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action (the “Eligible Shareholders“). The Eligible Shareholders will be granted non-tradable subscription rights. The subscription period in the Subsequent Offering is expected to commence shortly after publication of the prospectus. The subscription price in the Subsequent Offering will be the same as in the Private Placement. The Company will issue a separate stock exchange notice including the ex. date, record date and other information for the participation in the Subsequent Offering if and when finally resolved.

ABG Sundal Collier, Arctic Securities, DNB Markets, Nordea Markets and SEB acted as Joint Bookrunners in the Private Placement

For further information, please contact:

Dag Skindlo, CFO and EVP Strategy

+ 47 98 22 66 24

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) or any other jurisdiction in which the release, publication or distribution would be unlawful. 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, exercise, purchase or sale of subscription rights and the subscription or purchase of shares in the Company are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assumes 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 for 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.

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.