Hamilton, Bermuda - February 28, 2014 - North Atlantic Drilling Ltd. (the "Company" or "North Atlantic Drilling") announced today the expiration and results of its offer to exchange all of the unregistered common shares that it previously issued in its prior equity private placements (the "Original Shares"), other than the common shares owned by affiliates of the Company, for common shares (the "Exchange Shares") that have been registered under the Securities Act of 1933, as amended (the "Securities Act"), the complete terms and conditions of which were set forth in a prospectus dated January 28, 2014 and the related letter of transmittal (the "Exchange Offer").
As of 5:00 p.m. New York City time (11:00 p.m. Oslo Time) on Thursday, February 27, 2014, the expiration of the Exchange Offer, according to DNB Bank ASA, the Norwegian Exchange Agent, the aggregate Original Shares validly tendered, and not validly withdrawn, in exchange for Exchange Shares was 53,068,404 shares, which represents approximately 92% of the Original Shares eligible to participate in the Exchange Offer. Settlement of the Exchange Offer will commence on March 3, 2014 and is expected to be completed by March 11, 2014.
Following the completion of the Exchange Offer, holders of Original Shares that were not tendered or that were tendered but not accepted by the Company may only be resold pursuant to an available exemption from registration under the Securities Act and applicable state securities laws.
This press release shall not constitute an offer to sell or exchange any securities or a solicitation of an offer to buy or exchange any securities. If you have any questions regarding the Exchange Offer or your Original Shares please contact the Norwegian Exchange Agent, DNB Bank ASA, at:
DNB Bank ASA
Registrars Department
P.O. Box 1600 Sentrum
0021 Oslo
Norway
Tel +47 23 26 80 16
Fax +47 22 48 29 80
E-mail: konv@dnb.no
About North Atlantic Drilling Ltd.
North Atlantic Drilling is a leading offshore harsh environment drilling company in which Seadrill Limited currently holds a majority ownership interest. The Company has a fleet of eight harsh environment rigs in operation and one rig under construction.
Forward-Looking Statements
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. Actual results may differ, possibly materially, from those anticipated in these forward-looking statements. 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.