SeaBird Exploration: issue of private placement shares and temporary listing of private placement shares on Merkur Market

29 May 2019, Limassol, Cyprus

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN 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.

 

Reference  is made to announcement from SeaBird Exploration PLC ("SeaBird" or the "Company") on 24 May 2019, regarding (i) the acquisition of the seismic vessels BOA Galatea and BOA Thalassa (the "Vessels"), and (ii) a private placement ("Private Placement") of new shares (collectively, the "Transactions"). 

 

The Company has now issued 208,333,330 shares in the Private Placement (the "Private Placement Shares"). The total number of shares outstanding is 492,820,642 shares, each of par value USD 0.01. 

 

The Private Placement Shares will be tradeable on Merkur Markets on delivery to subscribers on 31 May 2019. Upon the approval of a listing prospectus by the Norwegian Financial Supervisory Authority, expected late June 2019, the Private Placement Shares will be converted to the Company's original ISIN number and listed on Oslo Børs.

 

The Company intends to carry out a subsequent repair offering of 25,000,000 shares to its existing shareholders as of close of trading 11 April 2019, as subsequently recorded in the VPS on 15 April 2019, who were not allocated shares in the Private Placement. Following closing of the acquisition of the Vessels, expected on or around medio June 2019, a further 46,110,745 shares will be issued as part consideration to the sellers of the Vessels. 

 

ABG Sundal Collier ASA, Fearnley Securities AS and SpareBank 1 Markets AS act as Joint Lead Managers and Norne Securities as Co-Manager for the Private Placement. ABG Sundal Collier ASA and Fearnley Securities AS act as financial advisors to the Company in connection with the acquisition of the Vessels. Advokatfirmaet Schjødt AS acts as Norwegian legal advisors to the Company. 

 

SeaBird is a global provider of marine acquisition for 2D/3D and 4D seismic data, and associated products and services to the oil and gas industry. SeaBird specializes in high quality operations within the high end of the source vessel and 2D market, as well as in the shallow/deep water 2D/3D and 4D market. Main focus for the company is proprietary seismic surveys (contract seismic). Main success criteria for the company are an unrelenting focus on Quality, Health, Safety and Environment (QHSE), combined with efficient collection of high quality seismic data. All statements in this press release other than statements of historical fact are forward-looking statements and are subject to a number of risks, uncertainties and assumptions that are difficult to predict, and are based upon assumptions as to future events that may not prove accurate. These factors include SeaBird`s reliance on a cyclical industry and the utilization of the company's vessels. Actual results may differ substantially from those expected or projected in the forward-looking statements. 

 

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

 

For further queries contact: 

 

Hans Petter Klohs 

CEO SeaBird Exploration 

Phone: +47 22402718 

 

or 

 

Nils Haugestad 

CFO SeaBird Exploration 

Phone: +47 22402717