NO SHARES OR OTHER SECURITIES ARE BEING OFFERED PURSUANT TO THIS RELEASE. NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES.
Oslo, 2 June 2015
Closing of Books in Private Placement
Reference is made to press releases dated 1 June 2015 made by Spectrum ASA ("Spectrum" or the "Company", OSE trading symbol "SPU") regarding the Company's agreement to acquire Fugro's multi-client library and to fund the acquisition by, among other things, the proceeds from a private placement directed towards institutional and other professional investors (the "Private Placement").
Spectrum is pleased to announce that it has closed the books for the Private Placement, that the Private Placement saw strong interest from both existing and new shareholders, and that the issue was significantly over-subsribed.
The Private Placement
In summary, Spectrum will issue 10,000,000 new ordinary shares (the "Private Placement Shares") at a price of NOK 32 per share, raising gross proceeds of NOK 320,000,000, in the Private Placement. Completion of the Private Placement is subject to requisite majority approval by the shareholders of the Company at an extraordinary general meeting to be held on or about 23 June 2015 (the "EGM").
Notifications of conditional allocation are sent to the applicants today, whereas payment instructions will be sent on or about the date of the EGM with expected payment due date on or about 25 June 2015. The Private Placement Shares are expected to be delivered to investors' accounts with the Norwegian Central Securities Depositary (the "VPS") on or about 26 June 2015, at the earliest. In anticipation of approval by the Norwegian Financial Supervisory Authority (Nw. Finanstilsynet) (the "NFSA") of a prospectus to be published by the Company, to serve as listing particulars for the new shares (and offering memorandum for the subsequent offering, see below) the Private Placement Shares will be registered with the VPS under a specially designated ISIN and not be tradable on the Oslo Stock Exchange (Nw. Oslo Børs) until such prospectus is published. The Company currently expects the prospectus to be published on or about 3 July 2015, and that trading in the Private Placement Shares can commence on that same date.
Shareholders representing 59.0% of the votes and share capital of the Company, i.e. the shareholders that pre-subscribed in the Private Placement, have irrevocably undertaken to vote in favour of the Private Placement (and the subsequent offering, see below) at the EGM. In addition, other shareholders that were allocated shares in the Private Placement have undertaken to vote in favour of the Private Placement (and the subsequent offering) for the number of shares such shareholders own in the Company as at the date of the EGM.
Following completion of the Private Placement, but prior to a subsequent offering (see below), the Company will have 53,326,625 shares in issue, par value NOK 1.00 each.
As a result of the nature of the Private Placement, the shareholders pre-emptive rights according to the Norwegian Public Limited Liability Companies Act sections 10-4 and 11-4 will be derogated from. After consideration duly made, the Board of Directors of the Company's is of the opinion that entering into to Fugro multi-client library (the "Library") transaction (the "Transaction") and financing the Transaction, in part, by means of the Private Placement is in the best interest of the Company and its shareholders. For the purposes of arriving at this conclusion, the Board of Directors has taken into consideration, among other things, the potential and anticipated benefits for the Company and its shareholders from acquiring the Library, the alternative means of financing of the Transaction and the timeliness of such alternative means of financing, as well as the implementation of the subsequent offering (see below) to limit the dilutive effect of the Private Placement for the shareholders of the Company that were not invited to participate in the Private Placement.
Contemplated Subsequent Offering; Ex-Rights Trading from and including 2 June 2015
The Board of Directors of the Company will propose that the EGM grants a power of attorney to the Board of Directors to carry out a subsequent offering of 1,500,000 new ordinary shares (the "Subsequent Offering"). Subject to customary and applicable offering restrictions, the Subsequent Offering will be directed towards the shareholders of the Company as of expiry of 1 June 2015, who appear as shareholders in the Company's register of shareholders with the VPS as of expiry of 3 June 2015 (the "Record Date"), and who were not given an opportunity to participate in the Private Placement.
Accordingly, the shares of the Company will trade exclusive of the conditional right to participate in the Subsequent Offering from and including 2 June 2015.
The subscription period in the Subsequent Offering is expected to run in July 2015. The per share subscription price in the Subsequent Offering will be equal to the per share subscription price in the Private Placement, i.e. NOK 32 per share.
Further details about the Subsequent Offering will be set out in the prospectus, currently expected to be published on or about 3 July 2015.
Timetable
The table below sets forth certain key dates in respect of the Private Placement and the Subsequent Offering:
| Private Placement allocation notices sent to investors: | 2 June 2015 |
| Share trade ex-rights to participate in the Subsequent Offering: | From and including 2 June 2015 |
| Convening notice for the extraordinary general meeting: | On or about 2 June 2015 |
| Record date, Subsequent Offering: | 3 June 2015 (1) |
| Extraordinary general meeting: | On or about 23 June 2015 |
| Private Placement payment instructions sent to investors: | On or about 23 June 2015 |
| Private Placement payment instruction notices sent to investors: | On or about 23 June 2015 |
| Payment due date in the Private Placement: | On or about 25 June 2015 |
| Delivery of Private Placement Shares (non-tradable): | On or about 26 June 2015 |
| Publication of prospectus: | On or about 3 July 2015 |
| Commencement of trading in the Private Placement Shares: | On or about 3 July 2015 |
| Subscription period in the Subsequent Offering: | In July 2015 |
(1) Shareholders as of 1 June 2015 who appear as shareholders in the Company's register of shareholders with the VPS as of expiry of 3 June 2015 (the Record Date), and who were not given an opportunity to participate in the Private Placement, will be eligible for participation in the Subsequent Offering, subject to customary and applicable offering restrictions.
Financial and Legal Advisors
Danske Bank acts as financial advisor in the acquisition of Fugro's multi-client library. ABG Sundal Collier and Danske Bank acted as joint bookrunners in the Private Placement and will act as Managers in the Subsequent Offering . Advokatfirmaet Haavind acts as legal advisor for Spectrum ASA. Advokatfirmaet Grette acts as legal advisor to the joint bookrunners.
Contacts
Rune Eng; CEO and President
Rune.Eng@Spectrumgeo.com
Mobile phone: +47 91 57 09 45
Henning Olset; CFO
Henning.Olset@Spectrumgeo.com
Mobile phone: +47 92 26 69 48
Glen Rødland; Chairman of the Board
glen@ferncliff.no
Mobile phone: +47 90 74 16 62
Important Information About this Release
This information is subject to disclosure under the Norwegian Securities Act, Section 5-12.
This announcement is not and does not form a part of any offer for sale of any securities. This announcement is not for release, publication or distribution, directly or indirectly, in the United States, or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
These materials are not an offer for sale of securities in any jurisdiction. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Spectrum ASA does not intend to register any of its securities in the United States.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Spectrum believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
