Green Energy Group (SeaBird Exploration Plc): Private placement
successfully completed
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA,
JAPAN, HONG KONG 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 the stock exchange release
by SeaBird Exploration PLC ("SeaBird" or the "Company") on 28 July
2022 regarding the intention to carry out a private placement (the
"Private Placement") of new shares in the Company.
The Company is pleased to announce that the
Private Placement has been successfully placed, and that it has
allocated subscriptions for 26,699,600 offer shares (the "Offer
Shares") at a subscription price per share of NOK 3 (the "Offer
Price"), raising approx. NOK 80 million in gross proceeds. The
placement attracted broad interest from existing and
new shareholders. Completion of the Private Placement and
the issuance of the new shares were resolved by the Company's Board
of Directors (the "Board") pursuant to an authorisation to waive
pre-emption rights given by the Company's shareholder meeting.
Notification of allocation, including settlement
instructions are expected to be distributed by the Managers on or
about 29 July 2022, with settlement on or about 2 August 2022.
The new shares will be delivered under separate
ISIN and will not be tradable on Oslo Børs until the approval of a
listing prospectus. The Offer Shares will be transferred to the
Company's ordinary ISIN and listed upon approval of a listing
prospectus. The new shares will be registered on the Euronext NOTC
in the interim period, expected within the week starting 1 August
2022.
The following allocation have been given to
primary insiders in the Company at the same terms as other
investors:
* Executive Chairman of the Board Ståle Rodahl,
through his wholly owned company Storfjell AS, has been allocated
1,333,300 shares. Following the transaction, he will own 3,255,775
shares in the Company representing 4,1% of the issued share capital
after completion of the Private Placement. * Director Øivind
Dahl-Stamnes has been allocated 20,000 shares. Following the
transaction, he will own 63,200 shares in the Company representing
0.1 % of the issued share capital after completion of the Private
Placement.
The Board of Directors has resolved to carry out
a subsequent offering of up to 2,000,000 shares raising proceeds of
up to NOK 6,000,000 at the Offer Price to its existing shareholders
as of close of trading 28 July 2022, as subsequently recorded in
the VPS on 1 August 2022, who were not allocated shares in the
Private Placement and who are not resident in a jurisdiction where
such offering would be unlawful, or would (in jurisdictions other
than Norway) require any prospectus filing, registration or similar
action. Such shareholders will be granted non-tradable subscription
rights to subscribe for, and, upon subscription, be allocated new
shares.
The Board, together with the Company's
management and the Manager, has considered various transaction
alternatives to secure new financing. Based on an overall
assessment, considering inter alia the need for funding, execution
risk and possible alternatives, the Board has on the basis of
careful considerations decided that the Private Placement is the
alternative that best protects the Company's and the shareholders'
joint interests. Thus, the waiver of the preferential rights
inherent in a share capital increase through issuance of new shares
is considered necessary.
Fearnley Securities AS acted as Manager for the
Private Placement.
For further information, please contact:
This information is considered to be inside
information pursuant to the EU Market Abuse Regulation. This stock
exchange announcement was published by Erik von Krogh, CFO of Green
Energy Group (SeaBird Exploration PLC), on 28 July 2022 at 23.20
CET.
For additional information, please contact: Finn
Atle Hamre, CFO, +47 928 35 991.
This information is considered to be inside
information pursuant to the EU Market Abuse Regulation and is
subject to the disclosure requirements pursuant to Section 5-12 the
Norwegian Securities Trading Act. 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). 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, subscription or purchase of shares in
the Company is subject to specific legal or regulatory restrictions
in certain jurisdictions. Neither the Company nor the Manager
assume 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 Manager is 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 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.
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